Ultimate Chronicles Book 2: Ends of the Earth
by TruShadowKing
Summary: With the Ultimates in the public eye and Spider-man popularity on the rise how will one mission change his life and how will his beloved White Tiger cope with the events to come? See just how far will she be willing to go to save him find out in Book 2 of my ULTIMATE TEST series
1. Tides of Change

**I'm back guys yay! I would have been here sooner but I had to deal with the death of my grandmother so I took some time off but I'm back as per my media work schedule allows seeing as how I'm doing alot more freelance work now.**

 **Here's Book 2 of my Ultimate Spider-man ULTIMATE TEST series this will be a short 5 chapter miniseries with pretty much all original ideas and mixtures of plots borrow from Marvel (although the main plot is taken a tweeked from a beloved DC show which I'm sure you've all seen I look forward to seeing who can guess the plot and the show that its borrowed from).**

 **A couple things to note before we start**

 **1\. This mini series will set up some of the major plot points for Book 3 which is my version of Season 3, it will also answer a direct plot point I set up in the early chapters of Book 1.**

 **2\. The reason I chose the name Ultimate Test for this series was I feel like life is always testing not just Spider-man but all heroes in some shape form or fashion, and I wanted to write a story dealing with the choices that come with such a test. Some choices either hinder or advance a hero in their journey. While most of my stories deal this topic is some small way I chose Spider-man as a main outlet for an Ultimate Test because of everything he's overcome in the comics and the show. If that makes sense**

 **3\. This story will also be slightly more White Tiger focused than Spider-man as you will come to see in later chapters**

 **So yea enough of my babbling I present to you**

 **ULTIMATE TEST BOOK 2: ENDS OF THE EARTH**

* * *

 **Ch. 1 TIDES OF CHANGE**

"We introduce to you THE ULTIMATES!"

These were the words spoken a month ago by the Avengers as they formally introduced the world to Spider-man's team the Ultimates. Since then despite John Jonah Jameson's constant trash talk this new team's popularity including's Spider-man's was on a steady rise. This was mostly due to the Avengers backing them, but the people of New York had steadily grown to see them as great heroes.

 **Ultimates Tower**

As an alarm went off in the tower the team headed to the hanger.

"Let's saddle up boys and girl someone sent out a giant Spider to destroy the city, let's go show it what a real Spider can do" Spider-man quipped

"That was so lame webs you're not even a real spider" Nova

The chimp sound went off in Peter's head "Whatever bucket head" Spider-man replied as the team headed off to battle in their own Quinjet

 **Chibi Spider: How about you let me explain a few things while they head off into New York**

 **During the month that the concept for Tony's big idea was being put into action several things happened. He with Harry Osborn's permission bought out Oscorp, Harry being the now sole heir to Oscorp convinced the board to sell. Of course Tony left it so that Harry retained his wealth and some control of the company.**

 **Meanwhile Spider-man's SHIELD team took the name the Ultimates and began more in-depth training under the Avengers. Ironman took the idea of having the team go public to Fury and after some debate he agreed saying he'd still give them missions when needed. The team was excited to say the least and of course so where their friends and allies.**

 **Harry wanting to contribute to the heroic cause to make amends for his father's mistakes offered the entire Oscorp Tower as a base for his friends. It was decided that he, Danny and Tony would fund the team and Ironman will provide technical support.**

 **After a month the tower is repurposed to suit the teams needs the middle 3 floors remain penthouses and luxury rooms for the teenaged heroes. The top 6 floors were made into the base of operations containing a war room, research labs, a hanger, armory, court training area and more. SHIELD agents were added as security.**

 **During that time Peter Parker's life had taken a turn for the better, he and his friends had finished their junior year and were ready for an amazing summer. Peter was the most excited as he had through hard work had acquired an internship at Stark Industries to begin during his senior year. He and Ava's relationship was still going strong and things were just fine...**

 **...but of course for Peter that never lasts.**

 **Me: Are you done yet you talked through the whole fight.**

 **Chibi Spider: Wait what I didn't mean...**

 **Me: Just shut up and let's get on with the story**

* * *

The Ultimates has just defeated something called a Spider Slayer a giant spider robot created by Spencer Smythe who was hired to kill Spider-man. After a battle in Times Square they tracked the giant spider back to a warehouse to finish it off the resulting in an explosion that killed Spencer. The battle finished the called a SHIELD cleanup crew and headed back to Ultimates Tower.

As they flew back to the tower in their new Quinjet Tony gave them (same design as the 1 in Age of Ultron) Spider-man pondered on why this Spencer guy tried to kill him.

"I know that look" a voice said bringing him out of his stupor as he looked up and saw White Tiger standing in front of him

"Oh and what look is that I am wearing a mask after all" he joked as she sat next to him

She chuckled "True but I know you slinger you wondering why someone like Smythe would want to kill you"

"Well well you know me better than I thought Kitten" he said smiling beneath his mask

She smiled beneath her mask "Told you" she said gently elbowing her boyfriend in the ribs as she saw Danny approach them from the cockpit

"It is odd that someone with Smythe's reputation would use their genius to attack you for no reason" the man with the Iron Fist chimed

"Yea I feel like there is something deeper going on here that we don't know about yet" Spiderman replied taking a pondering gesture

"Oh no you're not gonna let this plague you're brain during our vacation this weekend" she glared at him through with the yellow eyes of her mask

Spiderman coughed "Umm no of course not..."

"Cough whipped cough" was heard from cock pit no doubt a comment from Nova who was in the copilot's seat Spiderman aimed an impact web ball at a nearby pole and it bounces off it headed for the cockpit and he hears "Oww!"

Satisfied with the hit he turned back to Ava who was laughing at her boyfriend's antics "Ava I promise this will be a worry free vacation just me and my friends kicking back and enjoying our summer"

"Good to hear slinger, hey Powerman punch it lets get this vacation started" she cheered as they all got excited for a little bit of downtime

"You got it Mrs. Spiderman" Luke joked as he sped up their arrival to Ultimates Tower so they could change and head to an island owned by Oscorp

* * *

Elsewhere in an Undisclosed Location

Several monitors were set up as the events of the Spider Slayer battle replayed over and over again showing different times and angles of the battle.

The person sitting in front of the monitors watching the battle wept softly "Father..."

"I am truly sorry Alistair your father was a brilliant man and his genius will be missed but he passed that genius and his determination on to you I hope you know that" a voice sounded off in the darkest area of the room they were in.

The young man now known as Alistair Smythe used his hands to back his wheel chair up and turn to face his guest. He knew what the man said was true and he now knew what to use his genius for. "You were right sir, Spider-man is truly ruthless he murdered my father and for that I want...revenge will you help me..."

The man stepped out of the shadows wearing a black Armani business suit with a white collared shirt and a red tie. His auburn hair slicked back he walked up to Alistair extending his hand.

Alistair took the hand shaking it solidifying their partnership "...Mr. Osborn"

* * *

 **Me: So yea a relatively short chapter but more is on the way soon and...**

 **Chibi Spider: Wait Wait Wait you're just gonna end the story like that and not address the big green elephant in the room**

 **Me: Umm...yea pretty much its call suspense Spiderbaka**

 **Chibi Spider: Yeah yeah whatever dont even think about setting a deadline just do it when you can...you suck at deadlines**

 **Me: 'sighs' he's right...so anyway before I leave I wanna annouce that I have a new story coming its a DC (Animated Universe) story based in the world...of the Justice Lords so be on look out for that sometime soon ShadoKing out**


	2. Play Time

**Thanks guys for all your support quick tidbit do you guys like the cover pic for this fic I made it myself I make all of my cover pics more or less and if you'd like me to make you one for your own stories PM me.**

 **Shout outs**

 **5waydragon - thanks my friend**

 **True Beast 01 - Yes I cant wait to see you guys reactions to where this leads**

 **kahzuki - we'll see wink wink**

 **spider-ham - Oh i have plenty of good parts to add to this story as a whole**

 **The Book of Eli - You have no idea**

 **Sport 21 - thank you its enjoyable for me to write so I hope its enjoyable for you guys to read**

 **Oh yea one more thing instead of 5 chapters it will be 6 still a mini series so things may seem kinda rushed and their will be time skips as well but not that many**

 **Chibi-Spider: "Will you..."**

 **Me: "Im going I'm going I now present Chapter 2 there ya happy ya big headed squirt"**

* * *

 **Ch. 2** **Play Time**

 **Location - Ultimates Quinjet**

"Are we there yet?"

"No" Peter replied

"Are we there yet?"

"Noo" Ava replied

"Are we there yet?"

"Noo" Luke replied

"Are we there yet?"

"NOOOOO!" everyone minus Danny who had the right mind to bring his mp3 player with him yelled out

"Are we the..."

"Sam I swear to Thor I will web you to the engine and activate the afterburners" Peter threatened his friend and teammate as they flew in their Quinjet disguised as a private jet thanks to some SHIELD Tech. The team was now headed to one of Oscorp's Private Island in the Caribbean for a well-deserved vacation. Finally shutting Nova up, upon landing in the hanger the team was met by Harry.

"Ahh glad you guys could finally join us!" Harry joked as the team exited the plane

"We are glad to finally getting a break" Ava answered as Peter was still ship in the disguised Quinjet the rest of the team went to the under carriage to get their luggage

"Are you sure the Avengers or Fury are ok with you guys taking a break" Harry asked

Peter finally exited the plane having heard the question "Yeah they're cool with it but we were promised a _'tougher'_ training program from Cap when we return"

Harry winced "That sounds painful…"

"You have no idea" Sam whined

Harry chuckled "Well we have the fully staffed island to ourselves till Monday so for now I say we enjoy ourselves"

"Yeah!" the team yelled

Hopping in the all-white escalade they all headed to the 5 star resort on the island where they were met with the employee's going into full service mode. Once they were settled in their rooms and changed into swimwear and headed down to the large pool area where MJ, Liz and Gwen waited for them. The party began as the heroic teenagers being to enjoy their short but much needed vacation. Sam wearing navy blue swim trunks was quickly by Mj's side who was clad in red and white 2 piece bikini as the two had actually began dating towards the end of the school year, everyone watched and laughed as Sam tried to kiss her and she tricked him playfully pushing him in the pool. Liz clad in a black 2 piece bikini was sunbathing asked Harry who wore orange and green trunks to put some suntan on her back. Gwen clad in a green one piece sat under an umbrella in the shade reading a book next to her was Danny rocking green and yellow trunks meditating enjoying the cool tropical breeze the island held. Luke clad in yellow and blue trunks lazily drifting in the pool his eyes closed enjoying the cool water around him and the sun beaming down on him until he bumped into something.

"Penny for your thoughts"

Luke opened his eyes to see it was Peter rocking red trunks that he bumped into "Oh hey Pete I was just chilling thinking about Jessica"

He and Peter swam to the wall and rested on it "Cheer up big guy I'm sure Jessica is doing fine with her family"

"Thanks man" Luke smiled

"No prob man" Peter replied as he then splashed Luke with a large amount of water causing the hulking teen to chase after his friend

 ** _With Jessica_**

Jessica Jones was ticked and her parents knew that. They were driving about to get on the interstate preparing to go on their family vacation to Disney World, her father had won tickets from his job at Stark Industries.

"Are you still mad you couldn't go with your boyfriend" Jessica's little brother joked

Jessica growled with a blush on her face "Shut it Phillip he's not my boyfriend I just wanted to go with my friends"

"Well I'm sorry dear but you know that this vacation is something your father worked now when you turn 18 you can do whatever you want" her mother chimed in

"Grrr" she growled low

As the Jones family continued to travel on the road they were unaware that further down the road was a military convoy. Jessica argued with her brother some more, but then something terrible happened. Something bright flashed in one of the cabins of the large truck and caused the driver to start swerving. Jessica's father noticed the swerving truck and tried to get out of the way...but it was too late.

They collided with the military convoy that had flipped on its side and was skidding towards them. Unknown to them it was carrying highly dangerous radioactive chemicals. After a few moments Jessica felt dizzy and her was head pounding, she slowly opened her eyes and was scared seeing the mess the SUV had become.

"D...dad, mom...P...Phillip" she tried to get out

She looked around the mangled SUV and tears filled her eyes. Her family wasn't moving, not even groans of pain were heard and she sadly knew that she was alone. She tried to move but felt that the seat belt was jammed she desperately tried to undo it screaming for help then she heard something horrible.

The trailer of the downed truck they crashed into was beginning to crack open. Jessica's eyes widened and she thought in that moment she was going to die but she then had one single thought before she felt herself begin to fade.

"I...I want to see my friends again, I want to see Luke again to tell him what I should have told him sooner...that I'm in love with him..."

Suddenly the trailer burst open and the chemicals were doused on her. Jessica could feel the chemicals burning her skin causing her to scream in agony and pain; she slightly heard sirens as her sight faded to black.

 ** _Back with the Teens_**

The team and their friends had moved from the large hotel pool to the beach, they set up at a small fire pit in the sand some of them played in the water Harry chasing Liz meanwhile Sam and MJ built a sand castle. Gwen and Ava chatted about some of what they will study during their senior year while they waited for their hotdogs to be grilled on the fire pit by Luke. They then heard a loud cheer coming from further out in the ocean.

"Yahoooo!" Peter yelled excitedly as he rode the wave tunnel

"My friend you seem to be a natural" Danny said as he caught up to his friend

Peter smiled "Thanks Danny it's just one of my many talents"

"Yes talents like sticking to any surface" Danny smirked

Peter chuckled "He he shhhh surfer dude trade secret"

The two friends continued to ride the waves. Soon the sun began to set and the teens found themselves surrounding the fire pit eating and conversing amongst each other only two people seemed to be missing which the rest of the teens have become accustom to. On a sand dune a little bit a ways from their friends sat Peter and Ava the latter cuddled up against her boyfriend her back on his warm chest his arms around her slender waist gently massaging it.

Ava sighed "Some people go a lifetime without seeing such a beautiful sight" she said as they watched the sunset shine upon the surface of the ocean glistening with beauty

Peter smiled softly "Some people go a lifetime without seeing two beautiful sights at the same time"

"Since when did you become such a charmer slinger" Ava giggled

"Oh the Parker charm…I was born with it kitten"

She full on laughed this time "Cocky much"

Peter laughed "Not at all beautiful…" he sighed as he relaxed "…hmmm this feels good you know taking time to relax and enjoy some peace for a moment."

"I told you taking a vacation wasn't such a bad idea a little time to rest and recuperate and actually live a normal life"

"I gotta say kitten normal feels nice!" they both chuckled until Peter sighed "Hey Ava?"

"Hmm" she answered enjoying the sensation brought on from skin to skin contact

"Do you ever wish you didn't have your powers?" our wall crawling asked

"Honestly sometimes yea I do but then I remember what carrying the amulet means and how many people I help and how it feels the rush the thrill excites me what about you Parker"

"Every day but like you said despite my faults and failures I think about all people I do help save and what exactly comes with my great powers..."

"Great responsibility" Ava jokingly finished having heard the saying so much

He smiled "Yea besides if I didn't have my powers I'd still be puny nerdy Parker and I wouldn't have ever met you Kitten"

Ava smiled with a blush at hearing that and turned around to quickly kiss him. "I wouldn't call you puny by no means..." she winked as they both blushed "...and you're still a nerd slinger but you're my nerd and I wouldn't have it any other way"

They two met for another kiss this one longer and filled with more passion, Ava then straddled Peter slowly grinding on his lower half as the kiss continued. Peter's hands weren't idle as they traversed every smooth and curvy part of her mocha colored skin. As the heat between them grew and need to breathe becoming more apparent they released each other's lips panting slightly.

Ava smiled seductively a green glint shown in her eye "Come on slinger let's get out of here...this Tiger wants her prey"

"Then come get it" Peter said smiling as he picked her up bridal style

 ** _Meanwhile_**

 **Location - Undisclosed**

Elsewhere on an island not far away from the island where our heroes were, a helicopter made its decent onto the landing pad. A man followed by a squad of heavily armed soldier stood there waiting for the landing to be complete. This man who wore a monocle over his right eye was no ordinary man he was a well-known high ranking figure in the organisation he worked for. The helicopter having finally landed the door opened to reveal a man in a white and navy blue costume with a white hood covering his skull face.

"Ahh welcome to Hydra Island training facility heir Taskmaster" the man spoke with a German accent extending his hand

Taking the man's hand and shaking it "Thank you Baron Strucker I'll be sure to whip your recruits into shape to battle the likes of the Avengers and the Ultimates"

"Yes the Avengers fools as they are can be difficult but surely this new side project from Tony Stark bares no threat to our cause" Baron Wolfgang von Strucker pointed out

Taskmaster scoffed "They may be young but do not underestimate Spider-man and his team" he said first to Strucker then turned to the men and women who stood at attention awaiting orders "Listen up maggots that is rule number one in the line of work never underestimate your enemy do I make myself clear!"

"YES SIR!" they all responded

Strucker smiled "Well then heir Taskmaster I shall leave you to your work I'm needed in Sokovia where a valuable item has recently been moved make use of the entire island as per your liking" he said taking his leave he trusted the man's skills enough to grant him a whole island.

* * *

The next day was seen filled with tons of fun as the teens toured the island and made use of all the amenities. At a certain point of time on Saturday all the girls went to the spa and got pampered while the guys just relaxed at the pool again. Now it was Saturday night and they all decided to have dinner and circle the island on Harry's yacht. Peter and Ava opted to not go with them saying she wasn't feeling too good and being on the sea might make it worse. Their friends were not about to go when Peter egged them on saying they'd be fine he was just going to take care of her, when actually…

"Ah ah ah oh god yes that feels good I'm so close" Ava moaned

Peter grunted as she bounced on his member while he played with her breast "Ah me to come for me"

Ava kept riding Peter for a couple more minutes until she screamed as they both shuddered at their blissful climax, Ava raking her nail down her boyfriend's chest leaving little blood trails that were already healing. They stayed there for a moment letting the feeling wash over their bodies; Ava then slid off of her boyfriend and lay next to him.

"Hmmm that was so good" she hummed her body still vibrating from the pleasure she felt

Peter panted "Yea it was...so who's showering first?" he asked getting up taking the condom off and tossing it in the toilet

"Hmmm you should go first" she said stretching her body out in the bed

Peter smiled "Nice try kitten you want me to go first so when I come out you can try to jump me again...then nothing will get done"

She whined "Spoilsport" she said getting up walking her bare body up to her boyfriend quickly kissing him on his smirking cheek before heading towards the bathroom not before pinching the great and powerful Spider-man's ass making him yelp out of surprise. As he watched his girlfriend giggle as she entered the bathroom, he went over to the closet and pulled out a large metallic suitcase.

Ava showered quickly and exited the bathroom and Peter quickly went in carrying a sack to do the same while trying to avoid his girlfriend's hungry eyes. After about 15 minutes Ava finally heard the door open.

"Finally you came out and..." she said as she turned around to find her boyfriend dressed in an all-black Spiderman suit with a large spider insignia covering most of his torso, two stripes down his forearms and two on his feet. "...damn slinger black looks really good on you it's if I may be so bold very sexy"

"Likewise although I'm fond of your regular suit this new black stealth suit looks good on you too kitten" he said walking over to join her by the bed he then equipped his web shooters.

Tiger also equipped her new and improved S.H.I.E.L.D. Tiger Claws. The Cages upgraded Ava's weapon that resemble mechanical tiger claws. Like the original they're able to do deal more damage than her regular claws. These new models include new features like remaining dormant on her wrists until she activates them by pressing buttons on each one and a miniature grappling hook device embedded within each gauntlet, designed by The Cages, which enables her to swing from buildings in a manner similar to Spider Man, something she asked for personally.

"Do we have everything?" she asked and she pulled down her mask activating the new enhanced lens that among other things will allow her to see Spider-man once he activates his stealth tech suit.

Peter nodded "I believe we do..." he raised his right arm up and activated his comlink "...Director Fury this is Stealth Team T4 is the mission a go?"

The face of Nick Fury appeared on his comlink "Mission is verified you have your orders this is simply recon only got it web-head?"

"Understood Spider-man out..." he said as Fury nodded and replied Peter then turned to Ava "...you heard him Kitten let's get going"

Ava nodded then reached for her watch "At 21 hundred hours...Mission Start!"

* * *

 **And so the plot thickens**

 **Chibi-Spidey: "I'll say"**

 **Why...you...grrr just take the complement anyway guess who I met recently at Nashville Comic Con...one Mr. Drake Bell aka the voice of our beloved Wall Crawler dude is so awesome and I asked what was in store for Season 4 and he said he could say much except for its gonna be so awesome now I cant wait (Also met Candice Patton who plays Iris West for you Flash Fans) any way see ya next chapter - ShadoKing out**


	3. Sacrifice

**Sorry for the wait guys and i apologize in advanced if you find this chapter kinda off as it went through several changes and was ultimately rushed**

 **Shoutouts**

 **Sport21: Thanks**

 **The Book of Eli: Oh you have no idea**

 **Realnewby15: Thanks and i mean having some sexy time before a mission can ya loose and more focused...sometimes**

 **Guest (All of 3 of you): Thank you all**

 **Enjoy**

* * *

 **Ch. 3 Sacrifice**

"This was not how the mission was supposed to go"

"You're telling me, you blew our cover idiot!"

"Yeah yeah you keep bringing that up and...Tiger watch out!"

Spider-man said jumping to push White Tiger out of the way of laser fire. Rolling down a hill he held her close so he took most of the damage they landed hard on the ground floor with her on top of him.

"Are you ok...slinger" she asked worriedly

"Oww definitely gonna need a massage after this...you've got me covered right" Spiderman joked as Tiger got off of him and helped him up when his head tingled and suddenly they were surrounded

"I have to say I was impressed with your tactics but this is the end of the road...unless you join me" Taskmaster said walking out of the shadows

 _'Damn...'_ Spider-man thought to himself

 **Chibi-Spidey: " _Confused...don't worry I got you covered" he pressed the rewind button_**

 ** _Flashback 2 Hours Ago_**

Spider-man and White Tiger used their wet tech suits and swim to the island their mission was to be held on. Once they reached the island after swimming through a mine field they quickly lands on the beach, where he patches heat and motion sensors. The ditched their wet tech and activated their stealth tech, no words were spoken between them only using hand signals as they worked their way through the jungle. Stealthy they made their way to the Hydra base in the dead of night, being weary of the guards both heroes silently placed Spyders throughout the large base.

 **Chibi-Spidey: _SPYDERS mini robotic spiders developed by Doc Conners and the Cages. Used for covert missions capabilities include sticking to surfaces, camo mode, amplified hearing devices and 360 degree field view tied directly into Spiderman's coms and SHIELD watch the perfect Christmas gift for that special spy in your life CALL NOW to order_**

Spider-man and Tiger made their way back to a designated safe point and began listening to and watching the feed coming from the Spyders. They lay on a web spun by the web slinger and saw several Hydra soldiers doing several different things, some were in the mess hall, and others were training or watching others train.

As they continued to listen they picked up one particular conversation they were looking for.

 _"This is the communication tower we have transport inbound let Taskmaster know his last batch of new recruits are arriving"_

Tiger looked at Spiderman and even if she couldn't see his face she knew that he was angry at what he just heard. This is the first peep they've heard of Taskmaster since he shot Spider-man and she hated that she couldn't say anything to calm him down but they had a mission to fulfill.

Peter was seething but trying to remain calm he knew Ava was worrying about him but they had a mission to finish closing the com channel he motioned for Tiger to look up. Sure enough both saw the dark green hover vehicle coming in for a landing. Signaling Tiger to follow him they made their way to the landing bay and hid in the storage area, here they found all sorts of weapons and uniforms.

After the transport landed Taskmaster was there to greet his new recruits. "Welcome to Hydra island maggots I am your instructor Taskmaster...welcome to hell..." the skull faced villain gave his speech

Ava and Peter listen on as he talked some more and gave them instructions. Suddenly Spiderman began to inch closer to the exit; Ava wondered what the hell he was doing.

"Spiderman...Spidey" she whispered lightly

Spider-man ignored her and slipped out the window of the storage house activating his stealth tech and sneaks his way into the crowd leaving small pellets by the feet of the new hydra recruits. Moving stealthy he makes his way back to stand about a foot behind Taskmaster. Ava being the only one who can see Spiderman peered out of the window and wondered what her boyfriend was up to and then she found out.

"...and you will be trained to fight and win against the likes of the Avengers and other heroes and..."

"Hey Tasky why don't you stop lying to the poor noobs you can't even win against little ole me..."

Taskmaster looked around trying to find the body to fit the voice "Show you're self" suddenly the pellets left by the Hydra recruits feet burst opened covering all of them in thick webbing trapping them...and then he knew who it was "Spider-man..."

Spiderman came out of stealth mode and stood in front of Taskmaster his arms crossed "You were maybe expecting someone else?"

Taskmaster began to chuckle "I admit you are bold Spider-man coming to Hydra Island alone, I see Fury is still sending his lap dogs to their deaths"

Spiderman saw that he was being surrounded by Hydra agents "Hmm maybe this wasn't such a hot idea"

"You think...goodbye Spiderman" Taskmaster said as he was about to order his men to fire

"Wait wait wait wait...you gotta give me my last words right...listen I just wonder what your boss would say if he knew you lost Hydra Island" Peter quickly pressed a button on his SHIELD watch and all active SPYDER's began exploding all over the place.

Those Hydra agents lucky enough to not be standing close to an exploding mini spider begin firing at Spider-man who easily evaded the blasts until Taskmaster entered the fray attacking the wall crawler. One agent was lining up to take a sniper shot until he was kicked off the roof.

"Not this time" White Tiger said and she lined up and aimed for a high wall before firing her new grapple claw and swinging off kicking Taskmaster away from Spiderman. She landed next to him and they two stood back to back "You know I'm going to kill you for blowing our cover"

"I know I know rookie mistake..." he said as the two took out more agents attacking them "...we need to get to the extraction point"

"Agreed lay some cover Webhead" she said swiping her claws at the gun of a hydra goon slicing it in half before kicking him back

Spiderman spun a web line while Tiger wrapped her arms around his neck and as they swung up using his free hand he fired several flash bang impact webs at the ground blinding their attackers for a short time. They land in the jungle and continue back to the beach on foot.

Spider-man activated his coms " _JOCASTA_ activate extraction protocol"

 _'Very well sir'_ Jocasta replied

 **Chibi-Spidey: _Tony Stark gave the Ultimates the AI Jocasta to help run the base and be their version Jarvis forgot to mention that in CH1_**

 **Back with the Team**

After dinner on the yacht all the teens returned to the resort and went to their respective rooms. As the team slept suddenly their SHIELD coms went off waking them up.

Luke was the first to answer "What's up Jocasta?"

 _"Master Luke Spider-man requests you and the others assistance for an emergency extraction"_ Jocasta replied

"On it send the location and prep the Quinjet" Luke said quickly getting out of bed and rushing out the door as soon as he got to the hallway he ran into his teammates

"You get the same call my friend" Danny asked as Luke nodded

Sam yawned "What kinda trouble did web head get into now"

"I dunno but we gotta go now"

 **Chibi-Spider: And now back to where we started**

"I have to say I was impressed with your tactics but this is the end of the road...unless you join me" Taskmaster said walking out of the shadows

 _'Damn...'_ Spider-man thought to himself

 _'Sir the Quinjet is 1 minute out'_ Jocasta reported to Spiderman through his ear piece

"So if we join you what kind of benefits do we get" Spider-man quipped

"Fire" Taskmaster ordered without hesitation

Thanks to his enhanced spider sense in the time it took the hydra agents to train their guns on the heroes he combined his web lines and begin forming a thick web dome to protect himself and his girlfriend

"This shield isn't going to last long Kitten"

"So what's the plan then Slinger?"

Peter lifted his mask up over his nose "The Quinjet is under a min away we just have to hold out till then"

"And if we can't?" she asked pulling her mask up as well

"Hey we're Ultimates...which is kinda like almost Avenger...we'll tough it out" Peter smiled leaning in to capture his girlfriend's lips

As the two shared a passionate kiss the laser fire outside began to crack the web dome. Taskmaster's men poured on the attack until they were fired upon by the Quinjet. Some were hit while others including Taskmaster took cover behind the thick trees of the jungle.

"And I believe that's our cue Tiger get behind me" Spiderman says as he tosses a Spyder at the wall of the web dome furthest from them, covering Ava he ignited the mini bot and blew a hole in his dome.

Quickly exiting the dome the two saw the Quinjet hovering close enough for them to escape, the bay doors opened to reveal Sam. The human rocket quick flew over to his team leader while laying down cover fire to buy time.

"Webhead we need to work on your definition of vacation" Nova joked

"Can it bucket head get Tiger on board first I'm right behind you" Spider ordered as he webbed a downed tree truck and swung it at the Hydra agents

"Got it come on Tiger" Sam said taking her hand and lifting her up to the jet

As the two landed in the jet suddenly the controls begin to go haywire, the bay doors closed locking them in. Suddenly the Quinjet began to take off leaving Spiderman on the island.

"Luke what the hell are you doing?" Ava screamed

"It's not me the controls are moving on their own in not in the control" he replied trying regaining control

"Jocasta what's going on" Ironfist asked the AI

 _'I am following orders sir'_ Jocasta replied

"WHO'S ORDERS" Ava yelled at the AI until a voice chimed in

"They're my orders..." they all heard their friend's voice as the Quinjet raced away from the island

"But Spiderman why?" Ironfist asked

"Listen guys I don't have much time but Taskmaster is a threat that needs to be dealt with this is my true mission...to destroy Hydra Island I'm sorry for having to lie to you guys.

"Come on Webhead let me out" Nova said trying to blast the reinforced blast door

"You've become my best friends and I couldn't have asked for a better team to go into battle with...and Ava"

Tears stained Ava's face "Peter please...don't do this..."

"I'm sorry Ava...I love you tell Aunt May for me okay kitten" Peter finished cutting his com

"Peter...Peter!" she screamed the faces of her teammates hung low with everything they just heard

Suddenly the team heard a massive explosion and looked at where the island used to be as it now was a giant cloud of fire and smoke

"PETER!" Ava screamed breaking down to the floor

"Webs noooo!" Luke cried out the team all heartbroken at what just happened

The Quinjet continues to fly them back to the Oscorp island which was a safe distance away from the now destroyed Hydra Island and the now dead Spider-man...

* * *

 ** _So yea this took me a while to get out and honestly I dont feel like its my best work but im already working on ch 4-6 cause I really wanna get to Book 3 cause what I have in store there will move a bit more fluid then this mini series has again sorry for the wait_**

 ** _Chibi-Spider: So you're not gonna address the huge cliffhanger you just left us on?_**

 ** _Me:...Ummm nope_**


	4. Superior

**Hi guys…so what's up here's the new chapter…I hope you're not to upset about what I did…**

 ***goes to read reviews***

 **Well ummm sorry sorry sorry (shoutouts)**

 **5waydragon: Thank thank you I humbly accept this most amazing award**

 **True Beast 01: Were you speechless…I bet you were speechless**

 **The Book of Eli: Hmmm wouldn't that be something**

 **Sport21: Thanks very much also I will address that in the AN below**

 **Guest #1: what time and where**

 **Guest# 2: This will be continued right now enjoy**

 **miselojaime1: Ok here ya go enjoy**

 **Hmmm no word from Chibi Spidey…guess he really is dead…yay**

* * *

Ch. 4 "Superior"

 **Location: New York City**

The normally shining sun was clouded by thick grey clouds that seemed to mimic the feelings of almost everyone at SHIELD and the Avengers. The rain falling from the heavens flowing just like the nonstop tears of one May Parker. It's been a week since the death of Spider-man, the team and his friends are dealing with a heavy blow and trying their best to deal with the grief the one hit the hardest was Ava who hadn't come out of his room since returning. Her friends check on her but mostly leave her to her own devices. Fury gave them the week off and seemingly enough nothing really bad happened while they took the time to grieve. They mostly stayed in Ultimates Tower and the Avengers and even Aunt May visited them throughout the week.

The world was not yet aware of the Spider's death and they wanted to keep it that way for now. On Friday they held a memorial wake for their fallen comrade, with only the Ultimates (which include Harry and MJ), Fury, the Avengers, Coulson and Mrs. Parker were all in attendance. Tony was the first to speak.

"When I first met this team I knew they had the potential to become future Avengers, but I knew most of all Spider-man had the heart and the morals to truly understand what the Avengers stood his fashion sense still with standing."

Cap went next "He had a bright spirit he was truly an amazing soldier for justice"

"The Man of Spiders truly had a warrior's heart and is worthy of a place in Valhalla" Thor spoke next

"The kid was a hot mess, but he was a great hero" Hawkeye added

"Bug-man was a great friend" Hulk chimed in sadden at the loss of his friend

Soon everyone else had a chance to tell a story they had or shared about the wall crawler. Aunt May who sat next to Ava was sadden but proud of her son and all that everyone had said about him.

 _ **Later in the night**_

After everyone had left Danny and Sam decided they needed some air and set out to go on patrol. Upon arriving to the hanger they saw Luke already there prepping his Power Bike.

"What's up Powerman you joining us?" Sam asked

Luke shook his head no "Not yet I'm going to check on Jessica"

"Would like for us to join you my friend" Danny offered walking up to his best friend placing a hand on his shoulder

"Its ok guys I kinda need to clear my head with everything that's been going on but I have Jocasta to alert us of any trouble so if anything happens I'll join you" Powerman replied

"Where are you guys going it's close to midnight" Ava asked standing at the entrance of the hanger wearing her robe the guys all turned around to see her suprised not thinking she'd join them

Luke walked up to her placing a hand on her should "Im going to see Jessica and they were going on patrol its...it's what he would want us to do...you don't have to come if you don't want to..."

She opened her robe to reveal her outfit, tossing the robe away she put on her mask "Like you said Powerman...it's what he'd want us to do!"

Smiling the team sprang into action making their way through the city enjoying the fresh air as it finally stopped raining yesterday. Luke was on the ground on his Power Cycle headed toward the Midtown Hospital, meanwhile Nova was in the air and both Danny and White Tiger sprinting on the rooftops, Tiger making use of her claw line swinging almost like her boyfriend.

 ** _Elsewhere_**

A lone figure quickly runs across the New York sky line. Upon reaching the edge the figure lept off the building and dove head first for a building with the name Oscorp on it. Upon reaching the roof he graceful corrected himself and landed with a tuck and roll, he quickly kept moving to crawl through the air duct into the building. The figure searched until he found the armory, tearing the hatch off he dropped down into the armory and found what he was looking for a thermal blaster.

 ** _With Luke_**

Luke Cage could be considered a gentle giant, strong and courageous on the battlefield but all in all a caring and fun loving person. So to have just lost his friend and to now be sitting next to the girl he cares so much about who is in a coma fighting for her life every day.

Luke reached out to take her hand it was so cold he sighed "Jess…I miss you come back to me I know you can…I…I can't lose you too"

 _'Pardon Master Cage me but there seems to be a robbery in progress at an Oscorp research lab, a silent alarm was just triggered'_ Jocasta said through his com

"Thanks Jocasta…" he switched coms "…did you guys catch that?"

"Yea we are on the way"

"Understood I'll meet you there" Luke ordered as he headed for the door not before leaning over to kiss Jessica on her forehead he then left the room not noticing the small twitch from her lips

 ** _Back at Oscorp_**

After grabbing the device he quickly exited the building the way he came preparing to escape until Nova flying in the sky arrived first and spotted the perp.

"Got eyes on the target he's on the roof going to engage" Sam said charging up his power

"Nova wait" Luke ordered but of course Sam ignored it already knowing that he switched his bike to hover mode to get there faster

The figure with his prize in tow began to run to the edge to make his escape when it was blocked off by Nova's blast, he quickly began to run the other way until he's blocked again by Ironfist and White Tiger and soon Powerman who made up by way of his bike.

"You've got nowhere to go drop whatever you stole and come quietly" Ironfist stated his fist glowing

They all stood there as if in a stare down waiting for someone to make the first move, soon the clouds that covered the moon receded they all received a massive shock when they find out that the culprit is none other than...

"Spider-man?" Ava asked softly her guard dropped being in total shock

The team looked in disbelief as they saw their leader, their friend or...someone dressed like him standing before them. This so called Spiderman wore a streamlined black suit with a red upside down triangle pattern from his mask to his chest, a similar web pattern covering it and a giant black spider covering it. He also wore two gauntlets on each forearm; this suit was...Superior to the originals design.

"No way..." Powerman said not believing his eyes

"Webhead...you're alive?" Sam asked almost excitedly

Ava was in shock could it be could Spiderman...her Spiderman was still be alive her body began to move on its own approaching him. What happen next shocked them all as he held up the thermal blaster and fired at her and narrowly missing thanks to Nova getting her out of the way. The guys were about to make a move when he quickly produced 5 Spyders and threw them toward them, they exploded on impact and covered him with smoke and fire. The Ultimates only were able to watch as this Spider-man's shadow faded away.

White Tiger sank to her knees her heart heavy _'Slinger...'_

 **Location: Undisclosed**

Someone sits in the shadows watching the footage of this Spider-man's theft and meeting the Ultimates.

"Welcome back...Spiderman..." the deep menacing voice called out to the shadows surrounding him. Spiderman walked out of the shadows pulling his mask off "...or should I say Peter Parker"

One Peter Parker stood there an angry glare on his face as he stared at the skull faced man before him "Grrr stow it Taskmaster here's the stupid blaster" he handed him the blaster

Taskmaster got up and stood in front of Peter, his facial expression hidden by his mask he spoke in a calm tone "I'd watch that tone young man, you forget that with the push of a button I can end the lives of your friends and family unless you continue to do as I say!" he said holding up his wrist with the button control on his gauntlet

The scowl never left Spiderman's face as he faced the villain "Sooner or later you'll let your guard down, I will get that controller and the instant they are out of danger...I'm taking you down!"

Peter could sickly tell Taskmaster was smiling behind his mask as he walked behind him towards the lab "Hmph that sounds like a threat...a very good one actually. Betrayal, destruction, revenge we do have a lot in common Parker..."

His boiling point met Spiderman growled and tried to quickly spin around to grab the remote on Taskmasters wrist, but like he should have guessed since the last week the combat chameleon was ready to counter it and grabbed Peter's wrist twisting it behind his back.

"I monitored your vital signs during the mission. Elevated heart rate, adrenaline you try to hide it, try to fight it...but deep down inside on some level you enjoyed stealing for me it was a thrill wasn't it." Taskmaster finished as he released the teen hero

"You're going to keep getting that thrill with each mission I give you and soon you will appreciate being my apprentice...who knows I might even become like something of a father to you" the villain said as he finished the upgrades to the blaster and attached it to Spiderman right gauntlet

Peter looked up to the only visible window and gazed into the night sky "I...already had a father"

* * *

 **Location: Ultimates Tower**

The team having returned home distraught as they try to figure out what's going on. Harry and MJ saw them as they entered the monitor womb and could already tell something was wrong as he saw White Tiger run off towards the living quarters and Luke nodding to MJ to follow her. When Harry asked Luke what happened he wished he hadn't.

"Luke please tell me you're joking" Harry asked hoping this was some kind of sick joke

Luke sighed "Wish I was Harry...but we were attacked by Spider-man or someone dressed like him" as he said the the footage from his Power Bike was replaying on the screen

"Man this is messed up in so many ways" Sam commented as he sat in a chair holding his helmet in his hands

"Agreed what do you think is going on?" Harry asked any of the trying to figure out what happen to his best friend

Danny remained silent for a moment before he spoke "I'm...not sure but what I am sure of is that he was our Spider-man I sensed his chi"

"How's Ava taking all of this?" Harry asked

"She's taking it as hard as you'd expect..." Luke replied

 **Living Quarters**

Ava having only removed her mask stood looking out the window as the bright lights of the city shined bright, she was in his room...she'd slept there for the week trying somehow to remain close to him but it only furthered the pain she felt not having him there with her...now she was truly confused on how she should feel right now. Happy that the man she loves could still be alive or angry that someone is running around dressed like Spider-man committing crimes. She sighed as she heard the footsteps get closer she knew who it was by her scent.

MJ knocked on Peter's door "Ava...are you in here?"

"Yea" she replied as she heard the door open and clothes

Mary Jane sat on Peter's bed giving Ava her space while still trying to comfort her "How...how are you feeling right now"

Ava turned to face her friend tears threatening to fall "MJ I...I don't know how to feel right now" she wrapped her arms around her waist wishing so bad that it was Peter's arms

"Do...do you think it's really him..." MJ got up placing a hand on her friends shoulder yes she was best friends Peter...but she could tell this whole thing was affecting Ava on a whole different level on some small level she was almost jealous

Ava dried her eyes "I know it's him...I could never forget his scent...the way he moves..." she looked up "...MJ that was our Peter...my Peter he's alive and I think something is seriously wrong!"

"Well then what are you going to do about?" MJ said in her tough tone trying to bring her friend out of her funk

Ava turned looked out the window _'No more crying I know he's out there'_ she clenched her fist "I'm going to find him MJ, Im going to save him and bring him home. No matter what mess he's gotten himself into I still love him and I'd go to the Ends of the Earth to have him back right here beside me!"

MJ smiled "Atta girl now come on lets go get the guys and bring our friend home maybe Fury can help"

* * *

 **Location: Undisclosed**

"Ha"

"Hiyaaa"

These grunts came from Spider-man as he and Taskmaster engaged in a heated sparring session. For Taskmaster it was training gradually increasing his ability to copy Spiderman's moves, for Peter it was his chance to express his anger and rage at the situation. While he could go full strength and _end_ Taskmaster he was too worried about his family and friends so he'd play Taskmaster's game until he finds a way to save them and make a move. Peter executed a triple kick to which Taskmaster blocked the first 2 and countered grabbing his leg and tossing him away.

"You're still telegraphing it's like you want me to see your moves" Taskmaster grumbled

"Hmph" Peter grunted as he landed on the wall remaining silent as he went in for a quick speed combo and wasn't surprised to see Taskmaster becoming more proficient at predicting his moves.

"Still angry good you can use that aggression for your next mission...Parker" Taskmaster smiled underneath his mask as he stopped the sparring match and pulled up the target and what Peter saw enraged him

On the screen in front of him it showed a picture of one Nick Fury with the word terminate under it "No...No fuck you Taskmaster you can't make me I refuse..."

"If you don't I will blow up Ultimates Tower and make you watch" Taskmaster growled cutting him off as he pulled up footage from inside the Tower

Peter watched as his friends all sat in the lounge area discussing something. "...Good they are all in one area it will be easy to kill them and all I have to do is push a button" he said holding his hand up his thumb inches away from the button

Spiderman looked back and forth from the screen to the trigger and gritted his teeth. "Stop...I'll do it"

"Wise choice little Spider...for your next mission I want you to kill Nick Fury"

* * *

 **So yay he's not dead you can stop hating me lol**

 **Chibi Spidey: Well we can still hate you for what you're making him do**

 **Well...things happen for a reason Chibitwerp and thats all Ill say about that Fav and review and also even thought I suck at deadlines I figure a chapter a month is doable for me...I hope**


	5. Nightmare

**No time for shoutouts**

 **rushing to go to a wedding**

 **Sorry for the wait**

 **Please dont kill me for this Chapter**

* * *

 **Ch. 5**

 **"Nightmare"**

 _She was running, running faster than she's ever gone before...she had to get there to save them...to save him. She turned the corner and her entire body froze at what she saw. Death and destruction filled the hallway; the dismembered bodies of dead SHIELD agents littered the floor. Soon she saw Coulson, Maria Hill and Nick Fury dead she then heard a loud cry from the other hallway. Quickly dashing over the bodies over her allies she turned the corner and her heart broke as she saw Sam with his neck broken, Danny with a whole in his chest his heart having been ripped out. She then saw Luke being strangled as a bomb was shoved in his mouth he was then tossed into wall as his insides were incinerated smoke coming out of his body. White Tiger stood in horror at the carnage the bringer of death turned to face her and her entire world shattered._

 _"You are all that stands in my way White Tiger"_

 _Ava removed her mask "Please why are you doing this Peter"_

 _Spider-man lurked closer to her and she was unable to move. "Don't act like you haven't realized it this is who I really am, everyone else accepted it..." he kept walking towards her the waldoes on his back slowly slinking out of the red metallic spider sac on his back "...everyone except you, you who would still cling to the love you have for me...it's sickening"_

 _He finally stood directly in front of her "I know you don't believe that this...all of this..." she pointed to_ _all the death and destruction "...it's not you Peter come back to me please be the man I fell in love with again"_

 _"Oh silly Tiger still clinging to hope..." he leaned in close to her ear "...hope will not save you because. I. never. loved. you..."_

 _Ava gasped trying to breathe but to no avail not only did his words shatter her heart...he had stabbed her in the back with all four of his waldoes._

Ava shot up in her bed drenched in sweat her chest heaving. "It...was just a nightmare..."

 **"FOOLISH CHILD YOU ARE LETTING YOUR FEAR CONTROL YOUR THOUGHTS"** a growling voice called out to her

"Oh it's you" Ava calmed herself as her amulet began to glow and an ethereal jade colored Tiger's head appeared in front of her

 **"YES ITS ME THE SOURCE OF YOUR POWER THE PRISONER OF THIS ACCURSED AMULET"**

"There you go complaining again"

 **"ILL STOP COMPLAINING ONCE YOU LET ME HUNT YOU CAN ONLY RESIST MY URGES FOR SO LONG CHILD"**

"Whatever...what did you mean I'm letting my fear control my thoughts?"

 **"YOU FEAR THAT YOUR MATE HAS TRULY TURNED AGAINST YOU DO YOU TRULY BELIEVE THAT?"**

"I don't believe it but if he really is still alive what would make him to turn to crime"

 **"GRRR I HAVEN'T THE TIME FOR YOUR DILEMAS MY ADVICE TO YOU CHILD LOOK UNDERNEATH THE UNDERNEATH"**

The glowing head then disappeared leaving the distressed heroine confused at what her 'partner' meant. She got out of bed and walked to the kitchen to get a bottle of water; she then walked to the window of the tall tower and looked down on the city.

It had been two days since they saw Spiderman and they hadn't seen him since. Ava after talking to MJ snuck out and went throughout almost all of New York searching for her boyfriend and nothing she had no scent, nothing to go off of and if Luke hadn't come after her she would have still be looking without rest. But she couldn't just give up...she wouldn't.

 **New York City**

 **June 28 2014 23:15 pm EST**

The night air was crisp as Spiderman swung through the city. He was on his way to fulfill his mission to kill Nick Fury...even thinking about it made him sick to his stomach. He web swung until he found the carrier and landed on a short building twhipping two web lines to two taller buildings and pulled all the way back and then slingshot like a bullet right towards the TriCarrier. He activated his cloaking tech and overshot the carrier as planned and upon reaching his maximum accent he began to fall back down and activated his glider web and made his decent to an access point in the TriCarrier. Upon reaching the surface he clung to it and quickly entered the building, he made his way past any guards on post...his time working for SHIELD giving him complete knowledge of the Tricarrier's layout. As he crawled his way to his target he thought back to how all of this started.

 ** _FLASHBACK_**

"I'm sorry Ava...I love you tell Aunt May for me okay Kitten" Peter turned and saw everyone but Taskmaster on the ground, the villain's gun trained on Spiderman

"You're all alone Spiderman nowhere to run...nowhere to hide"

"You're right Tasky and this island is 60 seconds from exploding now we can either fight till the death or I can finally accept your offer and we can escape"

"You must think me a fool to think you'd turn against Fury so quickly"

"You saw me just send my friends away they've been holding me back and so has SHIELD with your skill and teaching I can become a better Spider-man free and on my own"

Taskmaster thought for a second "Very well..." he then blasted Spider-man with an electric current knocking him out "...I won't make you better...I'll make you a Superior Spider-man"

 **Sometime Later**

Peter felt groggy he felt his senses coming back to him. He tried to open his eyes and the light blinded him then his hearing kicked in.

"...you have what you need Warren now leave..." Spiderman heard what sounded like Taskmaster the sound kept going in and out

"...sters you really can be a Taskmaster sometimes" he assumed this Warren man spoke

Taskmaster gave a hearty cackle "Leave you crazy Jackal before I end you"

Soon Peter regained full consciousness and tried to move but looked down and saw that he was strapped down to a table. "Finally you wake I was beginning to think my new pupil was dead before we even got started"

"Where are we Taskmaster?"

"In due time Mr. Parker...for now you will listen to every word I say" Peter's eyes widened only now realizing his mask was off this not going unnoticed by Taskmaster "...yes Spider-man I know everything and I will admit I was surprised to find out that little Parker who couldn't even begin the obstacle course has been the pain in my ass for so long"

"Well since the cats out of the bag I guess there's no need to hold back" Peter shatters the restraints and leaps towards Taskmaster who easily sidesteps the wall crawler and knees him in the gut.

"I would advise against trying to attack me again boy, less you want me to kill your friends and Aunt" Taskmaster points to a screen behind Peter and as he turned he sees screens of what looked like a human blood stream but something was off there were some kind of nano bots attaching themselves to each blood cell

"What have you done?" he asked his voice shaky

Taskmaster smiled beneath his mask "I have ensured that you will not disobey me see I knew you would not readily join me as my pupil so while you were out I hatched a contingency plan by secretly having some of my agents skillfully inject your family and friends with nanoscopic probes see with the push of a button I can destroy them from the inside out...only if you join me, if you swear to serve me, if you never speak to your friends again I will allow them to live..."

Spider-man was seething with anger he had no choice...

"...So do we have a deal?"

 **Present Day - New York City**

 **June 28 2014 23:25 pm EST**

Spider-man shivered at the thought as he continued towards his target. He finally reached Fury's office and slipped through the vents as he reached he contemplated how to enter the room until he heard and saw Coulson in the room handing a file to the Director.

"These are the files you were looking for sir" Phil spoke

"Thanks Coulson it may not be much but it's a start for the Academy Initiative" Spider-man narrowed his eyes at this but remained quiet "Spider-man didn't really know what he had started being a teenaged superhero...that's all for tonight Coulson see you tomorrow"

Coulson nodded "Understood goodnight sir"

"Goodnight Phil"

He watched them converse and then watched Coulson leave and suddenly he finally figured out how to go about this. Spider-man releases 5 Spyders into Fury's room and once he saw them in position he ignited them in smoke bomb mode. Fury's office went up in smoke startling him; he soon heard a metal clank.

"Alright who's dumb enough to attack me in my own castle" Fury said as he got up quickly grabbing his gun

In rapid succession his gun was knocked away, he was kicked in the face and knocked back into his chair. Regaining his composure he prepared his next move but found that he couldn't move looking down he saw that he was webbed to the chair.

"Your time has come Director" Spider-man said in a distorted voice through his mask as he leaned by the super spy's ear a waldoe lifting from his spider sac

Before Fury could utter a word he felt himself be impaled through his chest. "Grk" he said in a gargled grunt blood dripping from his mouth

Spider-man pulled the waldoe from Fury's chest; he circled the desk and saw that blood stained the webbing holding him to the chair.

"Par...ker...nng...kid...hng...what...have you...huff...done...?" Fury staggered with his last few breaths

Peter sighed internally he slowly raised his hand and pointed his fingers like a gun at Fury's head "...Goodbye Nick" he pressed the two fingers against his web shooters he normally uses them for web slinging but all that was heard was a single gunshot.

Spiderman finally lowered his arm after a moment. "It's done" he said his voice void of any feeling

"Good return to base soon your final task will be upon us" Taskmaster ordered through the com in Spidey's ear

 **Undisclosed Location**

 **June 29th 2014 00:05 am EST**

Alistair Smythe was working hard on several new projects while under Norman Osborn's employ.

"Still working Alistair" he heard Norman's voice

"Yes Mr. Osborn everything is showing tremendous progress I dare say we'll be ready in the next few months"

"No need to rush Alistair we need to take all the time with can to make sure this plan is full proof and I believe I have two things to help progress along please come with me"

The two traveled down the hall to another lab once they entered Alistair saw it "Is that..."

"Yes Alistair the prototype hover chair your father had planned to build for you I felt it was only right bestow his final gift to you" Norman said placing a hand on the young scientist shoulder

"Thank you Mr. Osborn I can't thank you enough" Alistair said almost in tears

"You thank me each day you continue to work on these projects which brings me to the next one..." Osborn replied while pressing a button on a controller in his hand as a holo screen appeared with 5 bios on it each with a picture and under it read their names.

 **Humberto Lopez**

 **Elijah Bradly**

 **Thomas Shepherd**

 **Felicia Hardy**

 **Sylvie Lushton**

"...I believe it's time we built a team of our own wouldn't you agree?"

 **Ultimates Tower**

 **June 29 2014 08:30 am EST**

The tower was quiet even with the team all sitting in the kitchen eating breakfast. They all sat around the island avoiding the major issue in the room, Sam was about to speak up and say something about bringing Spiderman home when a holoscreen appeared with Coulson's face and he had a grim look on it.

"Team this is acting Director Coulson we need you to report to the TriCarrier immediately"

"Were on our way?" Luke responded

"Wait acting Director where's Nick Fury" MJ asked

Coulson sighed "Director Fury...was found in his office this morning...dead..."

"What...!" they all screamed out

"What the hell happened" Ava asked

"Were not entirely sure that's why I need you to come in and..." Coulson responded before the feed cut

"Mj what happen to the feed?" Sam asked franticly

MJ activated the keyboard within the island trying to reconnect with Coulson "I don't know the signal is being jammed"

"I have a bad feeling about this..." Danny said his eyes shifting side to side he sensed something

"Agreed..." Harry responded

Before anyone could say anything an explosion rocked the building and created an opening in the side wall of the kitchen. The team took cover and soon heard the roar of a chopper as it appeared hovering beside the hole, several men hopped out of the chopper and soon they were joined by...

"Taskmaster!" Ava growled popping her claws ready to shred him. Luke stood ready to throw down, both Danny's fist glowed, Sam instinctively stood in front of MJ despite not having his helmet, Mary Jane herself sported a SHIELD issue pistol she pulled out of a compartment in the table. Harry pressed a button on his watch and simply waited

"How the hell are you still alive Spider-man took you down...way down!" Sam asked seething with rage.

"Reports of my demise were...greatly exaggerated...you children have been thorn in my side for far too long your deaths will be the prelude to the death of the Avengers"

"Shut up you demented freak where is Spider-man if you survived so did he" Ava growled out

"Ahh yes his little girlfriend so weak so fragile so..."

"WHER **E IS HE!** " she roared her voice mixing that of the tiger within causing worry from her friends

The almost demonic voice very slightly worried Taskmaster but his mask didn't show his face "Foolish girl he's closer than you think...Parker show yourself!" Taskmaster responded cryptically

 _'Parker'_ Harry wondered

Danny's eyes glared at Taskmaster _'He knows his secret and by proxy ours...'_

 _'So it's true it is Peter...but where...'_ Ava's stance lowered a bit her heart racing her feelings becoming even more confused should she be happy he's alive or is her nightmare coming true

Soon the team heard the sliding doors to the hallway open and saw the red and black suit Spider-man standing there with a group of SHIELD guards lying behind him knocked out...or worse. They looked on surprised at the conformation that the Spider-man that attacked them was indeed Peter Parker and that he was working with Taskmaster. He stalked up to them his waldoes behind him ready to strike; the Ultimates looked back and forth between the attacking forces taking a back to back position not even worrying about the fact that Taskmaster knows who they are out of costume.

"Peter if it's you please answer me..." Ava cried out

He remained silent...

"Come one Webhead why are you doing this is he controlling your mind" Sam called out

Spiderman lifted both his arms up and pointed his web shooters in gun mode at his former team

"Come on Pete were your friends don't do this" Harry called out glancing back and forth from his best friend to the wall over the stairs

"You fools are out classed and outmatched you were always holding him back now you'll meet your end from your former leader"

The team tensed up ready for a fight "Any Ideas" Luke asked to any of them

"I may have something up my sleeve" Harry whispered

Mj looked at him "Like what"

"Wait for it..." Harry replied

Just then the wall over the stairs exploded and in flew a suit of armor and it quickly began firing at both Spiderman and Taskmaster and his goons. Both Taskmaster and Spiderman dodged out of the way and with that the battle began. Danny and Luke lept into battle against his soldiers with Luke tackling Taskmaster. Tiger chased after Spiderman, Sam ran to get his helmet with Mj covering him, meanwhile Harry ran hopped into the suit. He fired two repulsor blasted and a couple soldiers before he turned and punched another one.

"Jocasta have you tried to reconnect to SHIELD" Harry asked while flying towards the Taskmaster fight

 _"Sorry sir but I cannot reestablish a connection it would seem Taskmaster has jammed all outside communications"_ Jocasta responded

"Argg damn it..." Harry cursed as he flew in and attacked Taskmaster with his repulsors actually managing to catch Taskmaster off guard impressing his two teammates "...this may be Ultimates Tower but it is still my home so I'm only gonna say this once get the hell out of my house" The villain rebounded and faced the young Osborn.

"Trying to be a hero will get you killed Osborn" the villain said grabbing his shield taking several swipes at Harry with his sword the HUD in his suit being the only reason he's dodging them.

Taskmaster brought his sword down for a high slash only for Harry to grab it with both armored hands "My father left this armor me and I wear it proudly as the new Iron Patriot" He ignited the jets in his right jet boot preparing to kick him but Taskmaster saw it coming and blocked it with his shield but he was still knocked back. Harry had used the shoulder mounted gun to blast him back. **(Yes the same one IP uses in Ironman 3)** He then unleashed a barrage of concussive missiles causing small explosions and shaking the building.

 **With Sam and MJ**

Elsewhere in the building Sam and MJ headed to his room to get his helmet as they felt the building shake. "We've really gotta find you a better way to keep that thing on you at all times" Mj called out as she fired her laser pistol at the intruders

"Yea babe I know we're almost there"

Soon they turned the corner and made it to Sam's room, quickly entering the door shut cutting the goons off. They tried their best to get into the room but couldn't, suddenly the door opened and the squad of soldiers were all blasted by blue energy. Nova exited the room his hands still glowing. "Ahh feels good to power up"

"Sam go help the others" Mary Jane responded worried about her friends

Sam nodded "On it be careful MJ"

"You to Nova" she replied as the two shared a quick kiss before Sam flew off, MJ headed to the sounds of another fight

 **With Spiderman and Tiger**

Ava chased Spiderman to the upper levels away from the battle hoping to try to talk to him. The chase stopped as he stopped bounced off the way and sent a roundhouse kick to her head. He sent several more attacks her way she blocked all of them the last kick forcing her backward with sheer force.

"Slinger I know you can hear me please tell me why...you were our leader, our friend...my love...how could you betray us" Ava asked trying to remain calm

"I do this of my own free will I wanted to become Superior and you were holding me back" he shot a web at her wrist and she quickly swiped it away with her claw

"No I don't believe that, you're trampling all over what your Uncle taught you...what is making you do this..."

He didn't reply he just stood there his waldoes coming out of his sac as if on instinct.

"ANSWER ME..." she cried out tears slightly falling from her eyes as she lept for another attack

Spiderman easily dodged the move and grabbed her arm and twisted it behind her back pulling her toward him her backside resting on him almost as if she was back in his arms. One of his waldoes rested right in front of her face than moved to her chest right in front of her heart

"Peter no please...don't do this" Ava whimpered the her fear was coming true her nightmare the man she loved was truly evil

"PETER!"

Both Tiger and Spider looked up to see MJ holding her pistol aimed at Spider-man. "Peter stop this she's the woman you love, the woman that's been out every night looking for you, the woman who wants nothing more than you be back in your arms...don't do it"

Spider-man moved the waldoe out of the way he grip releasing slightly, giving Tiger the chance to back away

"You've got to fight this Peter whatever hold Taskmaster has on you...you have to fight it" MJ said pleading with her best friend

 _"Get down here Parker and deal with your friends"_ Taskmaster ordered over his com

Spiderman shot a web ball at them only for it to expand and block them from seeing his escape.

"Where is he going" MJ asked

"I don't know MJ but we need to regroup" Ava responded to which her friend agreed and the two headed back to the living area

 **Living Area**

Danny quickly took out 3 more hydra soldiers as more had appeared, Luke tried again to take Taskmaster head on but even with his strength he was taken down. Iron Patriot tried to come in with a punch and he's already done this and Taskmaster was ready this time and took his momentum and tossed Harry at Power Man which was like hitting a brick wall. Nova fired a blast at Taskmaster only for him to block it and fire at him with his laser pistol which Sam dodged just like the villain wanted. The blast bounced off the way hitting the flier knocking Nova out of the air. Ironfist was about to attack until he was kicked away by Spider-man who landed in front of Taskmaster. Soon Mj and Ava arrived and the whole team stood opposing them.

"I must say you've been trained well but none of your training can compare to his training and now the time has come to finish this Spider-man...kill them all"

The team all tensed up would he really do it being the question on all their minds. Spiderman began stalking up to them again...then he began to sprint and he lept at them his waldoes out ready for the attack. Luke was the first to go he tried to punch him but Spiderman was well aware of the attack and took the arm and spun Luke around and tossed him out of the window.

"Power Man!" Nova scream as he prepared to go after him he was hit in the face by a web glob and then he felt a kick to his gut knocking him back into a wall knocking him out. Mj was quickly to his side firing blasts at her best friend to which he easily evaded, Danny and Ava tried to double team him but were quickly dispatched and knocked aside by the waldoes. Ava got back up and lept up ready to pounce but Spiderman jumped and kicked her in the gut knocking the breath out of her. Peter landed and turned to face Harry in the armor he had his hand up charging a repulsor.

"Stop it Peter this is not you..." he said lifting his orange face plate up.

Spiderman remained silent he readied his web shooter in gun mode prepared to kill his best friend.

Harry was shocked "...you're my best friend Pete I've already lost my father to the darkness I can't lose you too if you're truly evil now..." he disengaged his repulsor and dropped his arm "...then finish it"

Peter saw the look in his best friend eyes and it broke his heart "Harry I..."

"FINISH HIM NOW!"

Spiderman aimed his shooter and fired hitting Harry directly in the head.

"NOOOOOOOOO" Mj screamed out as she watched Harry's lifeless body fall to the floor

Spiderman turned around and fired at her hit her in the chest, he then fired at Sam. He walked over and shot Danny in the back of the head finally he stood over Ava she was speechless at what she had seen frozen in fear of her Nightmare coming true only her eyes moved as they looked up at her lover. She managed a horse "no" before he lined his shooter up to her chest and fired.

Taskmaster smiling beneath his mask ordered a full retreat. The two and what other hydra soldiers were left standing all grappled to the building across the street, once there they began to load into the waiting chopper.

Taskmaster stopped and put a hand on Spiderman's shoulder "You hesitated back there...prove to me that it was merely a small fluke"

Spiderman who beneath his mask was seething with anger turned and faced Ultimate Tower and pulled up his holo screen on his web shooter and input several codes, he then prepared to press a button...

"You bastard how could you" he heard Luke say as he turn and saw Powerman climbing up the building they were on. Wasting no time Peter shot a web and him and using his strength swung Powerman back into the same floor of Ultimates Tower he dropped him out of.

Going back to his holo screen Spiderman watched as soon as Luke landed in the Tower he pressed the button and all you heard was...BOOM!


	6. Revelation

**_PLEASE FORGIVE ME FOR THE WAIT_**

* * *

 ** _Location: Parker Safe house_**

 ** _June 29 2014 6:30 PM (10 hours later)_**

 _She laid there and watched as her friends...her family were murdered one after the other by him...unable to move she watches him walk up to her standing over her his face not visible not able to see the look in his eyes...he lines his web shooter up to her head…_

"No…No…No…Peter don't do this…Peter nook"

"Ava…Ava dear wake up" a gentle voice tries to soothe the young woman

Ava shot up out of bed taking ragged breaths...she looked around and what she saw surprised her. She and her friends were…alive, they were in the Parker safe house medical bay. May Parker was standing beside her bed trying to get her to calm down, soon the other Ultimates began to wake up.

Sam sat up holding his head "Ow…ok that really sucked…I'm just gonna ask once what in the actual hell is going on?"

"I believe I can answer that question" a voice responded to Sam's question through the PA system

The team looked around and soon a door opened and revealed… "Fury!" they all called out

"In the flesh" the one eyed eagle responded walking in the room stoic as ever but nonetheless happy to see his team awake

"But…Coulson…he said you were dead?" Luke questioned helping Danny sit up on his bed

"I was…so to speak and all of you were shot and or blown up yet here we are" the director went on

"Ok I'm with bucket head with this one give us some answers Fury what the hell is going on" Harry asked rubbing the spot on his forehead where a bullet was supposed to be

Fury sighed slightly but kept his stoic look "Parker...is not really working for Taskmaster he's a double agent, that's the only reason we are still alive it's because he's on a deep cover mission"

"You mean the mission we went on during our 'vacation'…" Ava inquired

"Yes that was a true mission but Parker had his own compartmentalized mission, we suspected Taskmaster might be training Hydra's soldiers so he went in with the mission to take him down by any means necessary"

"You sent my son on a suicide mission!?" May asked furiously

Fury remained stoic "No mam not at all he had a way to get off the island but it didn't go as planned so as any good agent does he had to adapt, as he continued his mission and offered to join up with him Taskmaster tased him and escaped with him to a previously unknown location"

"And how do you know all of this?" Ava asked in a…less then jovial tone her concern and anger steadily rising

"Spider-man was the one that 'killed' me…" he paused when everyone gasped "…his plan went off perfectly he shrouded my office with smoke screen when he did he passed along a micro drive that was filled with the information I'm relaying to you now and more but most of it Parker predicted and planned. He gathered from his previous encounters with Taskmaster he knew he would take him under his wing either by force or willingly, he knew he would want to use Spider-man against us just to spite. He deduced that he would have 2 possible targets one of them being me and the other being all of you!"

"Wait…wait…wait I'm confused…" Sam exclaimed

"…if he 'killed' you, how are you or any of us alive for that matter?" MJ continued standing next to Sam's bed

Fury continued "I used a LMD with blood pockets in the head and heart where Parker shot and stabbed me as for you…" Fury pulled up a holoscreen that showed a bullet on it "…this is a specialized bullet built by the Cages it's comprised of 2 capsules. Upon initial contact the tip of the casing injected you with Tetrodotoxine B a drug that slows the pulse to one beat a minute, Dr. Banner developed it for stress. It didn't work so great for him, but we use it for other means..."

"Faking an agent's death?" Danny questioned

"…that among others things, once the drug was injected it triggered the 2nd capsule which released a blood spat to simulate the shot being successful he picked up the bullets while he snuck through the building on his way to me"

"So a little Hollywood misdirection…sounds like something my little Petey would do" May exclaimed

"And the explosion how did we survive that?" Ava asked

Fury face palmed giving a heavy sigh and pressed a button on the computer "Get in here!"

The team looked around wondering who Fury was talking to…until Deadpool just teleported in the room.

 **"What's up BITCHES your super sexy kinda friendly neighborhood Deadpool has arrived!"**

Deadpool turns to the readers **"Hi everyone I bet you thought you wouldn't see me in this fic well here I am...and you it's about damn time you put me in this story ShadoKing I mean you've kept everyone waiting long enough for this final chapter while you build your little Marvel Universe and other stories, going off and filming short films and what not. Geez I mean come on half this story is based off my episode in Season 2 and the other half is based off of the much better Teen Titans show but I guess you wanted to add me in to please the fans anyway carry on you fucktwat!"**

Everyone looked around the room and then back to Deadpool wondering who the hell he was talking to while Fury just shook his head and continued "I hired your old friend Wilson here to get you out…I would have asked Nightcrawler of the X-men do it but they were off on another mission"

 **"Aw come on Nicky tell the truth you missed me didn't you"** Wade runs up and hugs Fury

"Wade…" Fury growled as the merc with the mouth continued hugging him

"Ok can we get back on topic…so Deadpool saved us and Spiderman is not a traitor is there anything else we are missing?" Harry asked as he checked his armor

Fury sighed "There's more..."

* * *

 ** _Location: Taskmaster Island_**

 ** _June 29 2014 7:30pm_**

Upon returning to his Island, Taskmaster sent his men and Spider-man off to rest after a successful mission. Upon completing a training course he went off to a secret room. Upon entering he walked up to a console and input a sequence of commands seconds later several holoscreens appear in a circle surrounding him.

"Report Taskmaster" one of the figures on the screens spoke

"Project Superior is a success I've managed to completely turn Spiderman, he has proven himself by killing his former teammates, Nick Fury and single handedly taking down the Avengers save for Thor who wasn't present at the time" the mercenary reported

"Truly impressive and where are the Avengers now?" another figure asked

"We have them captured and awaiting orders for what to do with them" the skull faced man responded

The man in the middle screen remained silent for a moment "We will send our operative Crossbones to collect the Avengers prepare to send them and the boy to one of our other facilities we will deal with the Asgardian in time"

"Understood Taskmaster out" he bowed before the screens disappeared as Taskmaster left the building he failed to notice a Spyder on the wall high above the door its mechanical eyes having just recorded everything

 **Elsewhere in the Base**

While Taskmaster met with his superiors Peter Parker sat in his uncomfortably small room going through the day's events how he hoped his plan for his team went off smoothly and they were safe in the…well the safe house. It was the next mission Taskmaster had for him that really pissed him off.

 ** _Flashback_**

 ** _June 29 2014 12:00pm_**

Spider-man and Taskmaster sat in the helicopter with the rest of their squad while Ultimates Tower was burning from the explosion. Peter could hear sirens headed toward the large building.

Taskmaster placed a hand on Peter's soldier bringing him out of his thoughts "I'm actually proud of you Parker you actually went through with it but I wonder can you handle your next mission with the same ease?"

Peter growled "What more would you have me do I killed Fury and my friends wasn't that enough"

The villain smiled beneath his mask "Believe me we are just getting started…now I want you to take down the Avengers"

"WHAT!" Parker yelled

"Defeat and capture the Avengers and your Ultimate Test will be complete"

 ** _Location: Avengers Tower_**

 ** _June 29 2014 1:30pm_**

Spiderman snuck through the halls of the tower looking for the Avengers thinking of how he was going to take them down hating himself for even having to think about it. He stopped in the shadows as he made his way to the living room he watched as they dragged themselves in and flopped down on the couch or a seat. He took note that they were tired possibly just coming home from a battle, he noted that Tony was already out of his armor no doubt in his lab for repairs, Hulk had reverted back to Bruce Banner he knew he'd have to take him out first lest thing get difficult, the others were still in their battle gear but looked worse for wear whatever battle they came back from must have taken a toll on them this would work for his advantage he also noted that Thor was not present.

 _'No doubt the battle must have taken place in Asgard.'_ he thought

Upon his arrival he hacked Jarvis' systems and now he was ready to put his plans in motion. He spoke into his communicator _"Mr. Stark you wanted me to inform you if anything happened at Ultimates Tower"_

"Yes Jarvis what is it" Tony asked letting his body relax on the couch next to Bruce

 _"An explosion occurred while the team were eating breakfast I have not been able to locate any life signs"_

The Avengers all remained silent with the news they just received they were getting ready to bolt for the Quinjet but soon the door was blocked by a large glob of webbing. Before they could process what happened Banner yelled out in pain and fell to the floor beginning to turn but it stopped they then saw a small Spyder pull it mechanical fangs out of the Bruce's back.

"What the hell is that?" Hawkeye

"Ahhhhh" soon Tony began to yell out in pain as his body convulsed being shocked with electricity and then he fell to the floor knocked out another Spyder was attached to him

"We're under attack stay sharp Avengers" Captain America stated grabbing his shield

"Yea but who's attacking" Sam asked activating his wings

"I have an idea" Widow stated looking around the room he stingers armed and ready

Soon their questions were answered as Spiderman dropped down in front of them.

"Spidey y…you're alive?" Sam asked as he let his guard down slightly

Spiderman said nothing and he lunged at Falcon who narrowly dodged him flying up. Peter anticipated this and shot a web line attached to Sam's flight pack pulling himself up he shot two web globs into the thrusters of the pack and then as Sam was falling kicked him down further so the landing knocked him out. Spiderman quickly jumped up dodging Cap's shield and as he landed he ducked the shield again. He saw Widow coming for him the two quickly engaged in hand to hand combat and while Widow was damn good Spiderman was faster. She tried to shock him but he turned her arm back to her and make her shock herself dropping her.

He sensed it before he even fired it, Spiderman caught the arrow and tossed it up in the air so it could explode. Quickly he jumped up webbing up Sam and Widow as they lay there and headed for Hawkeye, Cap was in the way but he jumped over him and caught two more arrows tossing one away and the other back at Hawkeye who caught it as well but didn't see the Spyder attached to it as it shocked him he was met with a swift kick to his face knocking him out. Spiderman stood up to see that all that was left was Captain America, the two stood silent for a moment waiting on the other to make a move.

"Spidey…if you are the real Spider-man I don't know why you're doing this but it ends now"

Still remaining silent Spiderman using his right hand shot a web directly at Cap causing him to block with his shield which is exactly what he wanted, using his left hand he shot a web at his foot and pulled both with all his might dragging Cap across the floor. In quick succession he let go and shot two webs at the wall and pulled himself closer to Cap kicking him in the face knocking him against the wall. Cap quickly tried to get up and go for his shield but Spidey webbed both his hands holding him back, but this was Captain America we're talking about. He brings his arms together yanking Spiderman close to him and kicking him away grabbing his shield but as he looked up he was met with Spiderman's boot to his chest he got up again and the two engaged in hand to shield combat Spidey easily dodging Cap's swipes and blocking his punches while quickly jabbing him left and right soon he saw his opening and he caught the shield as Cap swiped it at him again and flip kicked the soldier back hard against the wall landing on one knee holding the shield with his right arm. He heard Cap about to get up so he quickly tossed a Spyder on to him and shocked him knocking him out.

Spider-man stood in the middle of his handy work and it really made him sick to his stomach as he radio's in. "It's done Taskmaster prep for pickup"

"Well done Taskmaster out"

 ** _Present Time_**

 ** _June 29 2014 7:45pm_**

Spider-man sighed remembering this event it wasn't part of his plan, however this part of the plan was the real wild card he had no idea how it was going to go from here on out but he knew this…it ended tonight one way or the other. While he sat there lamenting over his thoughts his Spyder came back into his room he reviewed it and knew that now was the time to strike. As he put the mechanical spider away, his door opened up to reveal Taskmaster.

"Parker on your feet its time…come with me" as he said this he left the room prompting Peter to follow him

"Where are we going?" Peter asking in an annoyed tone

"You've proven yourself and it time for you to meet our benefactor" Parker remained silent as they travel causing Taskmaster to speak again "I told you when I first met you that I could offer you something better than the life of a hero was I not right"

Peter clenched his fist and deepened his voice "Yes you were...I am far superior than I was thanks to your training"

Taskmaster smirked beneath his mask "I'm glad to hear you say that because your brighter future starts now" he stated as the two continued to walk through the giant base

* * *

 ** _Location: Quinjet En Route to Taskmaster Island_**

 ** _June 29 2014 8:00pm_**

The Ultimates all sat in silence as they headed to their mission, throughout everything going through their minds one thing was clear: They were going to bring their friend home!

Ava looked out of the window still unclear of how to feel about all of this, she takes a deep breath and closes her eyes.

Ava looked around and saw the darkness surrounding her she then saw the green light of the Tiger Spirit and walked toward it. The Tiger knew she had a visitor and wasn't pleased.

 ** _'_ YOU ACTUALLY GRACE ME WITH YOUR PRESENCE I WOULD BE HONORED IF I WASN'T TRAPPED WITHIN THIS FORSAKEN AMULET' she let out a shallow growl**

"Look…Tiger I didn't lock you into this amulet and I wouldn't even know how to let you out…and I'm sure not one of the others holders of this power has ever thanked you for gracing them with your power but I come to you now to say…thank you for giving me the power to save lives and protect so many people…"

The Tiger spirit was speechless in all the years being imprisoned in the amulet no one has ever thanked her for her power. She spent centuries loathing the amulet holders and here is a young girl in a line of men thanking her for the power

Ava got on her knees and bowed her head "…and I come to you now asking…begging to please bestow upon me the strength to protect the one I love"

Taken aback by this the Tiger asked **'WHAT WILL YOU DO IF I GIVE YOU THIS POWER?'**

"I will find him and save him…I will use the power you give me to continue to protect the earth"

 **'I WILL CONSIDER THIS...LEAVE ME TO THINK HUMAN'**

Ava opened her eyes and regained her senses. Danny who was sitting in the seat adjacent to her laid a gentle hand on her shoulder

"Are you alright my friend?" he asked sincerely

Ava smiled and nodded her head "I will be once we bring him home" Danny smiled at this and nodded

Luke was in the cockpit focused on the mission at hand aiming to bring his friend home and hoping...praying that Jessica woke up soon. Jocasta alerted him that they were getting close. "Ladies and Gentlemen we are 15 minutes out from the target prepare what you need, our stealth tech will hide us from any anti-air weaponry but I'm sure we'll hit some ground forces upon landing."

 **"Finally I'm itching to unalive some skullfaces"** the team all stared at him " **Geez lighten up kiddies were only going into a dangerous island filled with hydra goons, henchmen and who knows what other deadly weapons it's gonna be a blast"** Deadpool called out much to everyone's annoyance

The heroes sighed but prepared for battle Ava then thought back to the briefing…

 ** _Flashback_**

 ** _Location: SHIELD Safe house_**

 ** _June 29 2014 6:45pm_**

"He what!?" Ava yelled at Fury

"Taskmaster ordered Spider-man to take down the Avengers and he did" Fury responded

"Ok yea no…us I can understand but taking down the Avengers not even Spider-man could do that alone I mean come on they have a Hulk" Harry exclaimed

Fury in order to stop further outburst played the footage he took from Avengers Tower. The team watched on in awe as they watched their friend...take down the Avengers alone. Deadpool sat in front of the screen watching while eating a bag of popcorn he pulled out of god knows where. Once the footage ended there was silence...

"Whoa..." was all Nova could get out and the rest of the team simply nodded

"The Avengers had just returned from a battle in Asgard and Spiderman took advantage of their fatigue even if they hadn't been tired I think the result would have been the same." Fury paused "The only one who wasn't present was Thor who is here now and along with War Machine they will assist you in rescuing Spiderman and the Avengers"

"Aye young heroes we must hurry if we are to save our friends" Thor stated standing in the doorway with War Machine behind him as they walked in

Deadpool leaned over to Nova **"OMG its Thor dude think he'll sign my butt?"**

 **RECORD SCRATCH**

 **"Really ShadoKing sign my butt is that all you can think of for me to say for shame"**

"Team gear up and prepare to head out thanks to Spider-man we have the location of Taskmaster's base it's time to bring our boy home" Fury ordered

They all began to prep for their mission. Harry got in his suit and ran another check with War Machine helping him out and commenting on how cool his suit was, Luke went to prep the Quinjet, Danny mentally prepared himself while Nova put on his helmet and felt the energy flow through him! He floated over to Mary Jane who was at the computer running checks on the islands defenses.

"MJ you staying here?" he asked

"Yes I wouldn't do much good on this particular mission even with my small amount of SHIELD training" she stated typing away at the computer

"Who are you kidding you'd kick all their asses!" Sam exclaimed smiling trying to get her to smile even with all they've been through today

Mary Jane stopped typing and giggled turning to Sam and standing up in front of him. "Sam please be careful!"

"I will MJ...I will" he said bringing her into his embrace she pulled back and the two shared a passionate kiss before Sam floated away headed to the hanger

Ava walked up to her boyfriend's aunt and hugged her "Mrs. Parker we're going to save him...to save them…I'm going to bring him home"

"I know you will dear please be careful" she said as Ava nodded and headed to the Quinjet

As the heroes got strapped in a holoscreen appeared with MJ and Aunt May looking at them

"Ultimates the island is heavily fortified, you'll run into perimeter checks almost as soon as you land but I have marked a secure area to land the Quinjet, it will take roughly an hour to get there" MJ said as he typed into the computer

May looked at them all "Please all of you be safe!"

Ava smiled looking to Power Man as he fired up the engines "Yes mam Ultimates let's go!"

"RIGHT!"

The team blasted off through the long tunnel of the hanger and exited in the Hudson taking off into the air headed to save Spider-man and The Avengers!

* * *

 ** _Location: Taskmaster's Island_**

 ** _June 29 2014 8:15pm_**

Spiderman followed behind Taskmaster as he received a call saying that Crossbone was on approach as he led him to an unknown room. Upon arrival he saw it was a door and the two entered. It was a dark room with only a single circle of light in the middle they stood in the middle of the light

Soon a solo screen appears and a figure appears on it shocking Parker.

"You're M.O.D.O.K of AIM" Spider-man exclaimed

"Well aren't you well informed little spider, Taskmaster tells me that you've done what no other villain has done before…I must commend you on this achievement"

"Yea thanks..." Spiderman tried his best to hide his disgust

"Which is why you should be the one to bring them to me, Crossbones should have arrived by now he will escort you to me we have much more plans in store for you young one…we will meet soon" M.O.D.O.K cut the feed as Peter turned to Taskmaster

"Follow me to the hanger Parker"

Peter stood motionless in the light "…No"

"Excuse me…" Taskmaster turned around

"I said no this game is over Taskmaster I have everything I need" Spiderman responded

Taskmaster growled "You don't want to do this…you would betray me Parker"

"Betrayal, destruction, revenge…maybe you trained me to well" Spiderman quipped quickly kicking Taskmaster back catching him off guard but he was quickly back on his feet

"You ungrateful…" Taskmaster in a fit of rage drew his sword and lunged at Spiderman who sidestepped and kneed him in the gut then spin kicked him away.

"Do you really want to do this you still realize I hold the trigger and can kill your Aunt right now"

Peter slowly walked towards him "You have nothing to hold over me anymore!"

At the moment the building shook as explosions rang out throughout the island. Taskmaster had reports of his soldiers being attacked coming in through the coms in his ear. "What have you done Parker?"

"Simply put Tasky…I played you…I've been playing you this whole time and now…I'm not holding back anymore" Peter lunged at Taskmaster who repeated the motion kneeing Spidey in the gut and elbowing him in the back knocking him down to the ground. He followed up with a quick slash to which Spiderman dodged and sent an uppercut to TM's chin knocking him back

 ** _Location: Taskmaster Island_**

 ** _June 29 2014 8:10pm_**

The team landed on the island and just as MJ said went on the attack, Tiger and Iron Fist stealthily taking out the guards that first spotted them. Then as they made their way through the dense jungle surrounding Taskmasters base they take down more guards all while trying to prevent Deadpool from… 'unaliving' anyone. Upon reaching the outer perimeter Warmachine and Harry picked up that they were about to be met with a veritable army of Hydra Soldiers, Taskmaster's elite and Dreadnaught death robots.

"Alright Power Man you've lead us this far now what?" Tiger asked as while she was still 2nd in command Luke was still in command since Peter's 'fake death'

"Alright listen up Iron Patriot, Tiger get inside and find Spiderman the rest of us will handle these guys and then find the Avengers, Thor and Warmachine take care of the Dreadnaughts but alternate with everyone else you all got the plan?"

"Aye tis a fine battle strategy" Thor agreed

"Alright then Ultimates, Avengers…Deadpool GO!"

The team burst out of the jungle and went on the attack. Iron Patriot, Nova and Warmachine laid down heavy cover fire from the air, meanwhile Deadpool, Iron Fist, Thor and Powerman open up a path for White Tiger who took out a couple soldiers before entering building, Harry broke off and joined her.

 ** _Elsewhere_**

As the battle wages on outside Spiderman and Taskmaster continue their fight. Taskmaster discovered that the entire time he had been training with the wall crawler he had indeed been holding back. His skill to mimic anyone's ability was being pushed to the limit as he tried his best to keep up with a no holds barred Spiderman. The explosions around the base cause the lights in the once dark room to come on and gave more space for the two to fight. Peter landed several successful strikes to Taskmaster only to have him counter the two going back and forth like rivals.

 ** _With Tiger and Harry_**

The two made their way through the base using the Jarvis satellite in space they found a lock on both Spiderman's and the Avenger's positions. As they rounded the corner they come upon more Hydra goons Harry watched as Ava increased her speed and mowed through them using her enhanced strength in conjunction with her SHIELD Tiger Claws to slice through guns and armor.

Harry flew close beside her "Hey Tiger situation aside are you alright?"

"I'm fine Iron Patriot I'm just focused on saving the Avengers and bringing him home…by any means"

Harry was slightly taken back on the way she sounded when she said it and was about to continue the conversation when Jocasta chimed in.

" _Iron Patriot you are closing in on the Avengers location"_

"Thank you Jocasta…Power Man you catch that?"

Luke was outside walking through gun fire "Yes go free them the more players we have on the field the sooner we can end this"

"Understood…Tiger will you be ok going in alone?"

Tiger smiled beneath her mask "I won't be alone…" she then whispered the last part "…I'm never alone" at this her amulet begin to glow

He nodded and as the two split up Harry found himself in a large hanger and saw Crossbones and several Hydra soldiers trying to load the Avengers up into transport vehicles.

"What is this Jr Avengers day get him" Crossbones ordered

"Oh no you don't" he readies his replusors

 _'Impact incoming'_ Jocasta sounded off

Harry was caught off guard and he was knocked back by the giant fist of a Dreadnaught. He got up and prepared to fight off 2 Dreadnaughts and several guards.

"Well this is gonna be fun" he unleashed a barrage of weapons

 ** _Outside_**

Thor swung his hammer in the air summoning a large gathering of lightning "FOR MIDGARD" he yelled aiming the lightning at a squad of Dreadnaughts destroying them. Warmachine took one of the Hydra tanks and slammed it down on a Dreadnaught and then unloaded a barrage of bullets and missiles onto another one. Iron Fist made quick work of another squad of Hydra goons alongside Power Man who was simply knocking back more goons and then headed to attack another Dreadnaught. Deadpool was to the annoyance of Nova riding on his back like a surfboard, having had enough Nova rolled him off and continued fighting firing a blast at a hydra tank destroying it.

 **"Hahaha he did a barrel roll uhoh now I'm falling"**

Deadpool took out his Katanas and aimed them straight down stabbing them in the head of a Dreadnaught and then it exploded in his face knocking him back.

 ** _With Spider-man_**

He and Taskmaster were still going at the latter was starting to barely keep up with him. Taskmaster threw a punch to which Spider-man jumped over and landed behind him then dodged the villains kick and several more of his punches. Spiderman threw a punch only to have Taskmaster catch it, elbow him and flip him over his shoulder only to have the webhead land on the wall and leap back towards him and kick him back. The two now separated stood panting but still standing at the ready.

"You could have been on top of the world; you have the power to destroy but you'd rather be a foolish hero" Taskmaster growled out

Peter smirked "Why does everyone say that first Ock now you geez I'd rather be a foolish hero than an assassin or a villain I learned time and time again how to use my power to be responsible to take down scum like you and now that I know you're working for someone else I'll take them down to"

"You have no idea the storm that's coming if you continue down this path" Taskmaster stated cryptically taking out his shield and threw it at the boy knowing he would catch it or stop it

Using his waldoes Spiderman simply knocked the shield down in front of him "Is that all you've…what" he spider sense went off again and he braced himself but it was too late as the shield exploded knocking him back hard into a wall the suit took most of the force but it was still damaged in the blast the waldoes were destroyed. Peter pulled his mask off and could feel the blood running down his face his spider sense went off again as he saw Taskmaster lunging a fist at him and he dodged rolled out of the way. The villains fist connected with the ground leaving an imprint he simply stood up and cracked his knuckles like nothing happened.

Spidey tried to stand up but a piece of the shield was lodged in his leg and hurt when he tried to move it, he saw Taskmaster coming for him again and as fate would have it the explosion fried his web shooters. Before Taskmaster could land a final blow he was kicked hard in the face and sent flying back into a computer console.

Peter smiled seeing the familiar white clad curves in front of him, White Tiger stood there claws at the ready her eyes and amulet glowed the brightest green "Leav **E HIM ALONE!"** she called out her voice mixing with that of the Tiger Spirit catching Peter off guard.

 ** _With Harry_**

"Ok that one hurt" Harry said as he got up and fired a tank missile in to the mouth of one of the Dreadnaughts as it exploded he noticed that the goons were almost done loading up the Avengers he had to time this right or it wouldn't work.

He was aware of the last Dreadnaught coming for him but he aimed for Captain America's transport pod anyway hoping it worked. As he was knocked aside by the robot his blast landed its mark knocking back the guards and freeing Captain America who after a few seconds took note of his surrounding and took action going after Crossbones. After kicking him back he went to free his team.

 ** _With Tiger and Spiderman_**

"Am I glad to see you!" Peter smiled looking at his girlfriend

"I don't know if I wanna kiss you or kill you right now for putting us through all of this" she said slightly turning her head to look at her boyfriend her eyes still glowing

"You can decide once we're alone tonight" Peter quipped trying to stand up having just pulled the shard out of his leg and letting his healing factor do its thing…slowly

She smiled beneath her mask but then turned back to look at Taskmaster who slowly getting up "Rest slinger…I'm going end this"

Taskmaster wiped the dust of his suit "I must admit you caught me by surprise little girl that will never happen again what makes you think you can stop me!"

"Because I would go to the ends of the earth and back for him, because I love him something you'll never know Taskmaster RRA **AWWRRR"** Ava roared as her amulet began to glow more as white energy began to pour out of it. Peter watched in awe as his girlfriend began to levitate as the energy begins to form around her in the shape of a tiger, the energy was a bright white light surrounded by a green glow. The Astral tiger leapt quickly swiping at Taskmaster who side stepped but didn't expect the astral tail to come quickly smacking him hard against the back wall. He drew his pistols activating laser mode and opened fire only for them to have no effect. He then drew his sword activating its laser mode and lunged slicing an astral claw off as it faded away.

"TIGER!" Spider-man called out but he soon stopped as the claw grew back

Ava roared **"I AM UNHARMED...TASKMASTER YOU'VE HURT AND ATTACKED US LONG ENOUGH NO MORE I WILL NOT LET YOU HAVE HIM OR HURT ANYONE ELSE YOUR END IS NOW"**

The Tiger continued to pounce at Taskmaster eventually catching him in its mouth and slamming him in the ground several times then releasing him tossing him into the corner of several boxes.

 ** _Location: Undisclosed_**

 ** _June 29, 2014 9:00 pm_**

All of these events were being broadcasted on a screen at another base. "It would seem that things have gotten out of Taskmasters control would you agree heir Strucker?" M.O.D.O.K stated

Strucker sighed "Indeed this will be the 2nd Island that fool has cost me…being the self-destruct sequence"

"Yes sir" a random hydra agent replied before typing away at the computer

 ** _With Spider and Tiger_**

Peter saw Taskmaster wasn't getting up anytime soon he was knocked out, he stood up able to move his leg again when Ava roared so loud it could be heard throughout the whole building and outside it combined with the explosions causing the base to shake. She then stalked over towards the villain growling preparing to end him until Spider-man steps in front of the astral white tiger.

"Ava stop you won its over"

 **"YOU WOULD STOP ME AFTER EVERYTHING HE'S DONE TO US"** her voice sounding completely bestial

"Yea he's a piece of shit but we don't kill he needs to be locked up to answer for his crimes…" she roars in response "…you did it Ava you took him down with this amazing new power but now it's time to calm down"

She kept roaring beginning to swipe and the walls and ceiling causing mass destruction. A piece of debris falls down and Spiderman moved out of the way and without thinking he lept into the aura heading towards her. He was floating like she was, at first it felt weird but then he felt it the warmth of her presence the same warmth he feels when he's around her. He floats towards her wrapping her in his embrace slowly beginning to calm her down as her roaring stopped. He held her close he lifted his head up and lifted her mask up just above her nose and kissed her passionately. She wrapped her arms around him getting lost in the kiss this causes the aura to dissipate and the two slowly are lowered to the ground. One the aura was completely gone the two separate to catch their breath and Ava stumbled a bit only to have him catch.

"Are you ok kitten?"

"Yes Im alright that was the first time I've ever used that power…didn't even know I had it but it takes a lot out of me" she smiled just happy to be back in his arms as she passed out

The building shakes again as Peter picks her up bridal style, he took the com link out of her ear and wrapped her arms around his neck and began to make his way out. "Hey guys its Spiderman Im headed out with Tiger…Taskmaster is down"

 ** _With Harry and the Avengers_**

Harry teamed up with the Avengers to take down the remaining Hydra goons but Crossbones managed to escape from Captain America again.

Ironman who was without his armor was using a very poor designed in his opinion Hydra plasma rifle walked up to Iron Patriot.

"You work well with that armor kid good job when we get back bring it to the tower for some cool upgrades

"Thanks Tony…hang on" Harry paused having heard his best friends message "Alright Spiderman is back"

"Great now let's get out of here before this place comes down on all of us" Black Widow called out

 ** _Outside_**

Powerman gave a powerful uppercut to Dreadnaught knocking it in the air and Thor came down with a hammer smash destroying it as Warmachine and Nova blasted the last of the tanks. Iron Fist slammed the ground dispatching the last of the hydra goons. As soon as they were done they all received the message and proceeded into the building but…soon the entryway exploded knocking them back.

"Damn it hey Nova fly around and see if you can find another way in and…" Luke ordered as he looked around "… wait has anyone seen Deadpool?"

 ** _With Spider and Tiger_**

The whole building began to explode in multiple sections. Peter was running trying his best to shield Tiger from stuff that was falling as they reach an exit his spider sense went off. He turned around to see a broken and bloody Taskmaster holding his gun up aiming at them. Another explosion went off surround them in a ring of fire.

"You'll never escape you know to much they won't let you leave, they've set this place to blow and if Im going to die you're both going with me"

"You're foolish Taskmaster no one has to die we can get you out they were willing to sacrifice you" Peter pleased

The building continued to shake and explode around them "ENOUGH…" Taskmaster sighed "…I've served my purpose and what has been set in motion not even you can stop I can live with that." He took his gun and pointed it to his temple

"What are you doing" Spiderman cried out

Taskmaster smiled beneath his cracked mask "Going out on my own terms goodbye Spiderman…I'll see you in hell"

As if by a cruel twist of fate, the gun never fired even through multiple tries. Suddenly a large light fixture fell on Taskmaster crushing him in an instant. Spiderman was frozen in horror and sank to his knees surrounded by flames. Soon Deadpool came rushing in with a fire extinguisher.

"Come on bugman get your girl and get out of the fire this place is coming down"

Spiderman holding Tiger, and Deadpool rushed out building to see the Quinjet and several SHIELD jump jets hovering above the beach. The explosions begin to grow out of control and they rush toward the Quinjet which has it ramp down. They reached the ramp and took off closing the door. Spiderman holding Ava close and Deadpool lay panting on the hard floor of the Quinjet, Peter quickly got up and took Ava to the medical table aboard the craft. As he did he turned to see his friends looking at him wearily.

"Guys I…" he started before he was tackled by all of them exclaiming how happy they were to have him back. "…you guys aren't mad at me?"

"Dude Fury explained everything" Harry started

Luke punched him in the arm "That's for throwing me out of a window but…I know you had to make it look convincing"

"Yea ya bastard that stupid bullet hurt but it was genius" Nova stated rubbing his chest

"Indeed my friend we understand why you could not clue us in for the deception to work we could know nothing" Danny stated

"Guy I really am sorry for putting you all through this…" he turned back to where Ava was sleeping "…I only hope she can forgive me to"

As the team headed back the Holoscreen activated it was MJ "Guys Im so glad you're ok and…Peter oh my god I'm so glad to see you!"

"Hi MJ I'm glad to see you too…where's Aunt May"

"Im right here Peter" the older woman peered through the screen looking at her son and his friends "I am glad to see you all are alright and…wait where's Ava?"

"She's ok Aunt May she's just sleeping off a Power boost…" she along with his team looked at Spiderman like he grew a second head "…I'll explain when we get home"

"Alright dear I love you"

"Love you too Aunt May Spider out…" he cut the line and turned to his friends…and Deadpool…lets go home"

 **"Didn't you blow up your home?" Deadpool stated**

The chimp sound went off in Peter's head "Oh crap…"

* * *

 ** _Location: S.H.I.E.L.D Tricarrier_**

 ** _June 29 2014 10:30pm_**

Both hero teams met up at the Tricarrier. Deadpool shortly after landing met with Fury who hands him an envelope and them disappeared. Spiderman gathers the Avengers in the court and explained everything that happened.

"I'm really sorry guys I made this my mission and it could have gone horribly wrong at so many times"

Captain America walked up to him placing a hand on his shoulder "Son you did what you thought was right and in doing so you took down a great threat, were all just glad to count you back among the living. You and your friends you are the future and someday you'll be better than all of us"

"So how about next time you trust your team and your friends and get the job done together…you know instead of attacking us again" Tony stated rubbing the spot where the Spyder bit him.

"And don't think 'dying' and then coming back makes up for missing your training session now it's gonna be 50x as hard as it was going to be" Widow stated walking up and kissing him on the cheek

Peter didn't even register the kiss still in shock at the fact that she just pretty much said the Avengers were going to kill him during the next training session.

Meanwhile up in the Court's command hub stood Luke and Ava watching their friend as the Avengers filed out of the court headed home. The rest of the Ultimates left and went to their spare rooms in the safe house leaving just the two heroes.

"How are you holding up Ava?" Luke asked

"Im better now but I'll have to train in order to control that kind of power" she responded never taking her eyes off of Spiderman

Luke shook his head "I meant about the whole situation and having him back"

Ava turned to her friend "Oh sorry I was spaced out…I don't know Luke a part of me wants to be absolutely furious with him. He lied to us…to me, made me think that he was dead that's a heartbreak that will never go away even if he is back…"

Luke nodded in understanding as he ushered her towards the hanger "And the other half?"

Ava smiled as they started walking "The other half is extremely happy that he's home, relived that he's alive and glad that Taskmaster was taken down"

By this time that had made it to the hanger and stood by his Power Bike. Luke turned to her placing a gentle hand on her shoulder "Listen I know it's hard having to deal with what has happened over the last few weeks all I can say is that if you love him which I know you do then you have to decide if you want to forgive him or not it's all up to you sis"

Ava smiled and hugged Luke, they ended their embrace "Going to see Jess?"

He got on his bike and revved it up "Yea having Peter back gives me hope that she'll wake up soon"

She smiled at the thought of someone the gentle giant loves very much "Hey Powerman you were the right choice to lead us during his absence you're a great leader remember that!" Ava complemented

"Thanks Tiger" Luke smiled as he put on his helmet and sped off into the night activating his hover mode

 ** _Location: SHIELD Parker Safehouse_**

 ** _June 29, 2014 10:40 pm_**

Mj sat on his bed holding his helmet in her hands. Everything that had happened over the course of the week and it made her realize life is way too short, she was very proud of her friends and all they accomplish and was proud to be a part of their team...apart of something bigger.

The door opened and Sam walked in wearing gym shorts and a tank top, he was drying his hair having just got out of the shower. He removed the towel to see Mj sitting on his bed.

"Hey Mj...what's up" Sam asked slightly puzzled

Mary Jane said nothing and simply walked up wrapping her arms around Sam's neck and passionately kissed him. It took Sam a couple seconds get into the kiss and he dropped the towel and wrapped his arms around her waist. The two took a short breath and broke the kiss staring into each other's eyes. "I'm just glad you're home" They reengaged the passion intensified, Mj grasped at his tank top and removed it. She then began to lead him to the bed, pushing him down she climbed on top of him removing her own shirt and then quickly began kissing him again. Sam knew where this was going but wanted her to be sure and as she slowly began to kiss from his lips to his neck he took the time to ask.

"MJ are you sure about this?" he asked

MJ sat up and looked at him softly "Yes I am I love you Sam Alexander...I almost lost my best friend...could have lost you I want to live in the moment and I want to live those moments with you"

Sam smiled "Mj I want the same thing...I love you beautiful"

MJ smirked and leaned down to kiss him once again now that it was confirmed Sam's hands roamed her body. Two spent the night in the safe house.

 ** _Location: Tricarrier_**

 ** _With Fury 10:45 pm_**

Director Fury sat at his desk having been chewed out slightly by Stark and Rodgers. He knew where they were coming from but it had to be done. He heard a knock on his door and pressed a button to open it, Spiderman walked into the room removing his mask and the door shut.

"Fury..."

"Parker, report"

Peter reported everything that he saw, heard and experienced during his time under Taskmasters tutelage. He then got to the point with the most important information.

"The only one I actually talked to was M.O.D.O.K but there were more during this meeting." Peter showed Fury the footage from his Spyder

Fury stroked his beard worriedly "Something big is happening here something dangerous"

"Agreed should we notify the Avengers" Peter asked worried about what was to come

"No not right now at the moment let's keep it between me and you and soon enough we'll figure out what is going on hopefully before something really bad happens for now good work Parker"

Peter sighed knowing that was going to be the answer "Understood...sir I have something I want to say..." Fury nodded knowing where this might go "...I'm glad the mission was a success but the cost of victory was too high I know they have forgiven me but everyone's trust in me has been shaken. I know I can gain it back but now the thought is there in their heads. I'm grateful for all the training and experiences I've learned while being an Agent of SHIELD but I am not a spy I'm a hero and I have to be that and only that I will no longer be doing any more spy missions of this caliber for you I'm sorry I..."

"Peter stop..." held up a hand and stood up walking over to Spiderman "...I understand kid and for what it's worth I am sorry for what this mission has put you and your friends through I am proud of you all for remaining strong throughout, and I'm proud of you most of all not because the success of the mission but because of the man that you've become in my eye you've past your ultimate test...in my eye you've become the Ultimate Spiderman I know your Uncle Ben would be proud of you!"

Peter smiled and hugged the Director not fearing being beaten or killed but was surprised when Fury simply patted him on the back. "...Ok now get off before I drop you out of the hanger again"

 ** _Location: Hospital_**

 ** _With Luke 10:55 pm_**

Luke was able to make it in time for a quick visit and he sat next to Jess holding her hands praying for a sign that she would wake up soon. He looked up and noticed she had a smile on her face even though she still slept.

"I know you'll pull through Jessica I'll see you soon" he said gently kissing her hand

 _ **Location: Safehouse**_

 _ **With Peter 11:15 pm**_

Peter knew where she was and knew why she hadn't talked to him since they came back. He betrayed her trust, made her think he was dead he couldn't imagine the pain that must have caused her. As he stood in front of her door in the safe house, he was about to knock...

"Come in"

This would have shocked Peter if he didn't know the attributes that the amulet granted her. The door opened and he stepped in and saw her sitting on her on the bed waiting for him.

"We need to talk..." she said looking him dead in his eye

Peter sighed "Yes we do let me start by saying..."

"Stop I don't want to hear another 'I'm sorry'...Peter I get if you needed to fool Taskmaster. It was a part of our SHIELD training I'm not mad that you lied...I'm really not mad at all I was scared...scared that you really were gone that I would never see you again, never be able to feel your embrace again..." he took her hand and gently squeezed it as tears began to flow "...and then you came back and I was scared that some way somehow you had truly turned against us."

"Ava I would never..." he started as she took her hand away

"But you did even though it was planned and you made sure we were safe it was YOU attacking us...I love you Parker I really do but now I don't know how to move forward from this"

"Ava I love you so very much and I never wanted to hurt you...any of you and I'll never hurt you again all I'm asking is for a second chance let prove how much I love you..."

"Peter...I don't know if you can"

* * *

 ** _AN_**

 ** _SO...PLEASE DON'T KILL ME FOR THIS...BOOK 3 BEGINS IN 2 WEEKS UNTIL THEN PLEASE RE READ BOOK 1 TO RELIEVE THE LOVE THEY SHARED WILL THINGS BE SUPER DIFFERENT IN BOOK 3...FIND OUT NEXT TIME ON DRAGON BALL Z_**

 ** _Chibi Spidey: YOU SON OF A BITCH HOW DARE YOU END ON A JOKE LIKE THAT WHEN YOU'VE JUST LEFT MY RELATIONSHIP UP IN THE AIR LIKE THAT ILL KILL YOU ILL KILL YOU ILL..._**

 **"Well I made of with a pretty big score all I had to do was save some kids and unalive Taskmaster by dropping heavy stuff on his head before the kid was forced to do it so he could keep his morals or whatever non sense Fury paid me for"**

 ** _SHHH DEADPOOL_**

 **"What you wanted them to be confused by that little plot point Shadoking yea so not cool dude just like messing with my otp ship imma need you to fix it now...LIKE RIGHT NOW"**


End file.
